10-Q
Garmin Ltd (GRMN)
View as plain text
United States
Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-Q
| ☒ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the quarterly period ended September 27,
2025
or
| ☐ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|---|
For the transition period from to
Commission file number 001-41118
GARMIN LTD.
(Exact name of Company as specified in its charter)
| Switzerland | 98-0229227 |
|---|---|
| (State or other jurisdiction | (I.R.S. Employer |
| of incorporation or organization) | identification no.) |
| Mühlentalstrasse 2 | |
| 8200 Schaffhausen | |
| Switzerland | N/A |
| (Address of principal executive offices) | (Zip Code) |
Company’s telephone number, including area code: +41 52 630 1600
Securities registered pursuant to Section 12(b) of the Act:
| Registered Shares, $0.10 Per Share Par Value | GRMN | New York Stock Exchange |
|---|---|---|
| (Title of each class) | (Trading Symbol) | (Name of each exchange on which registered) |
Indicate by check mark whether the Company (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes ☑ NO ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes ☑ NO ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large Accelerated Filer | ☑ | Accelerated Filer | ☐ |
|---|---|---|---|
| Non-accelerated Filer | ☐ | Smaller reporting company | ☐ |
| Emerging growth company | ☐ |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. YES ☐ NO ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
YES ☐ NO ☑
Number of shares outstanding of the registrant’s common shares as of October 24, 2025
Registered Shares, $0.10 par value: 192,334,806 (excluding treasury shares)
Garmin Ltd.
Form 10-Q
Quarter Ended September 27, 2025
Table of Contents
| Page | ||
|---|---|---|
| Part I - Financial Information | 1 | |
| Item 1. | Condensed Consolidated Financial Statements | 1 |
| Condensed Consolidated Statements of Income for the 13-Weeksand 39-Weeks ended September 27, 2025 and September 28, 2024 (Unaudited) | 1 | |
| Condensed Consolidated Statements of Comprehensive Income for the 13-Weeks and 39-Weeksended September 27, 2025 and September 28, 2024 (Unaudited) | 2 | |
| Condensed Consolidated Balance Sheets at September 27, 2025 and December 28, 2024 (Unaudited) | 3 | |
| Condensed Consolidated Statements of Cash Flows for the 39-Weeks ended September 27, 2025 and September 28, 2024 (Unaudited) | 4 | |
| Condensed Consolidated Statements of Stockholders’ Equity for the 13-Weeks and 39-Weeks ended September 27, 2025 and September 28, 2024 (Unaudited) | 5 | |
| Notes to Condensed Consolidated Financial Statements (Unaudited) | 7 | |
| Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 17 |
| Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 25 |
| Item 4. | Controls and Procedures | 25 |
| Part II - Other Information | 26 | |
| Item 1. | Legal Proceedings | 26 |
| Item 1A. | Risk Factors | 26 |
| Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 27 |
| Item 3. | Defaults Upon Senior Securities | 27 |
| Item 4. | Mine Safety Disclosures | 27 |
| Item 5. | Other Information | 27 |
| Item 6. | Exhibits | 28 |
| Signature Page | 29 |
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Garmin Ltd. and Subsidiaries
Condensed Consolidated Statements of Comprehensive Income (Unaudited)
(In thousands)
| 13-Weeks Ended | 39-Weeks Ended | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| September<br>27, 2025 | September <br>28, 2024 | September<br>27, 2025 | September <br>28, 2024 | |||||||
| Net income | $ | 401,615 | $ | 399,111 | $ | 1,135,206 | $ | 975,703 | ||
| Foreign currency translation adjustment | (62,713 | ) | 62,176 | 169,812 | (17,199 | ) | ||||
| Change in fair value of available-for-sale marketable securities, net of deferred taxes | 7,531 | 25,123 | 27,417 | 32,118 | ||||||
| Comprehensive income | $ | 346,433 | $ | 486,410 | $ | 1,332,435 | $ | 990,622 |
See accompanying notes.
Garmin Ltd. and Subsidiaries
Condensed Consolidated Balance Sheets (Unaudited)
(In thousands)
| December 28,<br>2024 | |||||
|---|---|---|---|---|---|
| Assets | |||||
| Current assets: | |||||
| Cash and cash equivalents | 2,072,845 | $ | 2,079,468 | ||
| Marketable securities | 466,785 | 421,270 | |||
| Accounts receivable, net | 955,614 | 983,404 | |||
| Inventories | 1,887,930 | 1,473,978 | |||
| Deferred costs | 17,468 | 24,040 | |||
| Prepaid expenses and other current assets | 410,301 | 353,993 | |||
| Total current assets | 5,810,943 | 5,336,153 | |||
| Property and equipment, net of accumulated depreciation of 1,278,084 and 1,139,156 | 1,296,198 | 1,236,884 | |||
| Operating lease right-of-use assets | 187,796 | 164,656 | |||
| Noncurrent marketable securities | 1,376,624 | 1,198,331 | |||
| Deferred income tax assets | 782,093 | 822,521 | |||
| Noncurrent deferred costs | 4,830 | 6,898 | |||
| Goodwill | 757,290 | 603,947 | |||
| Other intangible assets, net | 205,985 | 154,163 | |||
| Other noncurrent assets | 101,119 | 106,974 | |||
| Total assets | 10,522,878 | $ | 9,630,527 | ||
| Liabilities and Stockholders’ Equity | |||||
| Current liabilities: | |||||
| Accounts payable | 378,021 | $ | 359,365 | ||
| Salaries and benefits payable | 240,077 | 210,879 | |||
| Accrued warranty costs | 71,720 | 62,473 | |||
| Accrued sales program costs | 86,576 | 108,492 | |||
| Other accrued expenses | 231,156 | 216,721 | |||
| Deferred revenue | 104,984 | 110,997 | |||
| Income taxes payable | 293,476 | 294,582 | |||
| Dividend payable | 346,286 | 144,349 | |||
| Total current liabilities | 1,752,296 | 1,507,858 | |||
| Deferred income tax liabilities | 109,044 | 103,274 | |||
| Noncurrent income taxes payable | 3,425 | 7,014 | |||
| Noncurrent deferred revenue | 23,187 | 28,321 | |||
| Noncurrent operating lease liabilities | 155,771 | 134,886 | |||
| Other noncurrent liabilities | 914 | 776 | |||
| Stockholders’ equity: | |||||
| Common shares (194,901 and 194,901 shares authorized and issued; 192,384 and 192,468 shares outstanding) | 19,490 | 19,490 | |||
| Additional paid-in capital | 2,359,964 | 2,247,484 | |||
| Treasury shares (2,517 and 2,433 shares) | (392,738 | ) | (270,521 | ) | |
| Retained earnings | 6,441,534 | 5,999,183 | |||
| Accumulated other comprehensive income (loss) | 49,991 | (147,238 | ) | ||
| Total stockholders’ equity | 8,478,241 | 7,848,398 | |||
| Total liabilities and stockholders’ equity | 10,522,878 | $ | 9,630,527 |
All values are in US Dollars.
See accompanying notes.
Garmin Ltd. and Subsidiaries
Condensed Consolidated Statements of Cash Flows (Unaudited)
(In thousands)
| 39-Weeks Ended | ||||||
|---|---|---|---|---|---|---|
| September 27,<br>2025 | September 28,<br>2024 | |||||
| Operating Activities: | ||||||
| Net income | $ | 1,135,206 | $ | 975,703 | ||
| Adjustments to reconcile net income to net cash provided by<br> operating activities: | ||||||
| Depreciation | 115,633 | 102,343 | ||||
| Amortization | 26,874 | 30,849 | ||||
| Loss (gain) on sale or disposal of property and equipment | 375 | (48 | ) | |||
| Unrealized foreign currency gains | (37,606 | ) | (25,486 | ) | ||
| Deferred income taxes | 19,324 | (53,966 | ) | |||
| Stock compensation expense | 125,003 | 101,039 | ||||
| Realized loss on marketable securities | 857 | 29 | ||||
| Changes in operating assets and liabilities, net of acquisitions: | ||||||
| Accounts receivable, net of allowance for doubtful accounts | 68,818 | (103,567 | ) | |||
| Inventories | (324,880 | ) | (163,865 | ) | ||
| Other current and noncurrent assets | (18,466 | ) | (47,413 | ) | ||
| Accounts payable | (7,531 | ) | 124,315 | |||
| Other current and noncurrent liabilities | 1,944 | (6,987 | ) | |||
| Deferred revenue | (11,603 | ) | 5,885 | |||
| Deferred costs | 8,703 | (3,987 | ) | |||
| Income taxes | (23,077 | ) | 13,737 | |||
| Net cash provided by operating activities | 1,079,574 | 948,581 | ||||
| Investing activities: | ||||||
| Purchases of property and equipment | (146,273 | ) | (108,869 | ) | ||
| Purchase of marketable securities | (724,091 | ) | (363,783 | ) | ||
| Redemption of marketable securities | 531,804 | 277,334 | ||||
| Net (payments for) cash from acquisitions | (175,655 | ) | 5,011 | |||
| Other investing activities, net | 387 | (458 | ) | |||
| Net cash used in investing activities | (513,828 | ) | (190,765 | ) | ||
| Financing activities: | ||||||
| Dividends | (490,919 | ) | (428,373 | ) | ||
| Proceeds from issuance of treasury shares related to equity awards | 29,065 | 24,530 | ||||
| Purchase of treasury shares related to equity awards | (33,476 | ) | (16,313 | ) | ||
| Purchase of treasury shares under share repurchase plan | (130,149 | ) | (29,278 | ) | ||
| Net cash used in financing activities | (625,479 | ) | (449,434 | ) | ||
| Effect of exchange rate changes on cash and cash equivalents | 53,125 | 7,536 | ||||
| Net (decrease) increase in cash, cash equivalents, and restricted cash | (6,608 | ) | 315,918 | |||
| Cash, cash equivalents, and restricted cash at beginning of period | 2,080,154 | 1,694,156 | ||||
| Cash, cash equivalents, and restricted cash at end of period | $ | 2,073,546 | $ | 2,010,074 |
See accompanying notes.
Garmin Ltd. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
For the 13-Weeks Ended September 27, 2025 and September 28, 2024
(In thousands)
| Additional<br>Paid-In<br>Capital | Treasury<br>Shares | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>Income (Loss) | Total | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at June 29, 2024 | 19,490 | $ | 2,183,158 | $ | (223,899 | ) | $ | 5,164,227 | $ | (137,994 | ) | $ | 7,004,982 | ||
| Net income | — | — | — | 399,111 | — | 399,111 | |||||||||
| Translation adjustment | — | — | — | — | 62,176 | 62,176 | |||||||||
| Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of 8,613 | — | — | — | — | 25,123 | 25,123 | |||||||||
| Comprehensive income | 486,410 | ||||||||||||||
| Dividends | — | — | — | 238 | — | 238 | |||||||||
| Issuance of treasury shares related to equity awards | — | (43 | ) | 43 | — | — | — | ||||||||
| Stock compensation | — | 35,055 | — | — | — | 35,055 | |||||||||
| Purchase of treasury shares related to equity awards | — | — | (49 | ) | — | — | (49 | ) | |||||||
| Purchase of treasury shares under share repurchase plan, including any associated excise tax | — | — | (20,089 | ) | — | — | (20,089 | ) | |||||||
| Balance at September 28, 2024 | 19,490 | $ | 2,218,170 | $ | (243,994 | ) | $ | 5,563,576 | $ | (50,695 | ) | $ | 7,506,547 | ||
| Additional<br>Paid-In<br>Capital | Treasury<br>Shares | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>Income (Loss) | Total | |||||||||||
| Balance at June 28, 2025 | 19,490 | $ | 2,317,294 | $ | (356,358 | ) | $ | 6,039,512 | $ | 105,173 | $ | 8,125,111 | |||
| Net income | — | — | — | 401,615 | — | 401,615 | |||||||||
| Translation adjustment | — | — | — | — | (62,713 | ) | (62,713 | ) | |||||||
| Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of 2,616 | — | — | — | — | 7,531 | 7,531 | |||||||||
| Comprehensive income | 346,433 | ||||||||||||||
| Dividends | — | — | — | 407 | — | 407 | |||||||||
| Issuance of treasury shares related to equity awards | — | (54 | ) | 54 | — | — | — | ||||||||
| Stock compensation | — | 42,724 | — | — | — | 42,724 | |||||||||
| Purchase of treasury shares related to equity awards | — | — | (45 | ) | — | — | (45 | ) | |||||||
| Purchase of treasury shares under share repurchase plan, including any associated excise tax | — | — | (36,389 | ) | — | — | (36,389 | ) | |||||||
| Balance at September 27, 2025 | 19,490 | $ | 2,359,964 | $ | (392,738 | ) | $ | 6,441,534 | $ | 49,991 | $ | 8,478,241 |
All values are in US Dollars.
See accompanying notes.
Garmin Ltd. and Subsidiaries
Condensed Consolidated Statements of Stockholders’ Equity (Unaudited)
For the 39-Weeks Ended September 27, 2025 and September 28, 2024
(In thousands)
| Additional<br>Paid-In<br>Capital | Treasury<br>Shares | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>Income (Loss) | Total | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance at December 30, 2023 | 19,588 | $ | 2,125,467 | $ | (330,909 | ) | $ | 5,263,528 | $ | (65,614 | ) | $ | 7,012,060 | ||||
| Net income | — | — | — | 975,703 | — | 975,703 | |||||||||||
| Translation adjustment | — | — | — | — | (17,199 | ) | (17,199 | ) | |||||||||
| Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of 10,810 | — | — | — | — | 32,118 | 32,118 | |||||||||||
| Comprehensive income | 990,622 | ||||||||||||||||
| Dividends | — | — | — | (576,580 | ) | — | (576,580 | ) | |||||||||
| Issuance of treasury shares related to equity awards | — | (8,336 | ) | 32,866 | — | — | 24,530 | ||||||||||
| Stock compensation | — | 101,039 | — | — | — | 101,039 | |||||||||||
| Purchase of treasury shares related to equity awards | — | — | (16,313 | ) | — | — | (16,313 | ) | |||||||||
| Purchase of treasury shares under share repurchase plan, including any associated excise tax | — | — | (28,811 | ) | — | — | (28,811 | ) | |||||||||
| Cancellation of treasury shares | (98 | ) | — | 99,173 | (99,075 | ) | — | — | |||||||||
| Balance at September 28, 2024 | 19,490 | $ | 2,218,170 | $ | (243,994 | ) | $ | 5,563,576 | $ | (50,695 | ) | $ | 7,506,547 | ||||
| Additional<br>Paid-In<br>Capital | Treasury<br>Shares | Retained<br>Earnings | Accumulated<br>Other<br>Comprehensive<br>Income (Loss) | Total | |||||||||||||
| Balance at December 28, 2024 | 19,490 | $ | 2,247,484 | $ | (270,521 | ) | $ | 5,999,183 | $ | (147,238 | ) | $ | 7,848,398 | ||||
| Net income | — | — | — | 1,135,206 | — | 1,135,206 | |||||||||||
| Translation adjustment | — | — | — | — | 169,812 | 169,812 | |||||||||||
| Adjustment related to unrealized gains (losses) on available-for-sale securities net of income tax effects of 9,112 | — | — | — | — | 27,417 | 27,417 | |||||||||||
| Comprehensive income | 1,332,435 | ||||||||||||||||
| Dividends | — | — | — | (692,855 | ) | — | (692,855 | ) | |||||||||
| Issuance of treasury shares related to equity awards | — | (12,523 | ) | 41,588 | — | — | 29,065 | ||||||||||
| Stock compensation | — | 125,003 | — | — | — | 125,003 | |||||||||||
| Purchase of treasury shares related to equity awards | — | — | (33,476 | ) | — | — | (33,476 | ) | |||||||||
| Purchase of treasury shares under share repurchase plan, including any associated excise tax | — | — | (130,329 | ) | — | — | (130,329 | ) | |||||||||
| Cancellation of treasury shares | — | — | — | — | — | — | |||||||||||
| Balance at September 27, 2025 | 19,490 | $ | 2,359,964 | $ | (392,738 | ) | $ | 6,441,534 | $ | 49,991 | $ | 8,478,241 |
All values are in US Dollars.
See accompanying notes.
Garmin Ltd. and Subsidiaries
Notes to Condensed Consolidated Financial Statements (Unaudited)
September 27, 2025
(In thousands, except per share information)
1. Accounting Policies
Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements include the accounts of Garmin Ltd. and its wholly-owned subsidiaries (collectively, we, our, us, the Company or Garmin). Intercompany balances and transactions have been eliminated.
The condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, the condensed consolidated financial statements reflect all adjustments, which are normal and recurring in nature, necessary for fair financial statement presentation. The condensed consolidated balance sheet at December 28, 2024 has been derived from the audited financial statements at that date, but does not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. Additionally, the condensed consolidated financial statements should be read in conjunction with Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Form 10-Q, and the Company’s Annual Report on Form 10-K for the year ended December 28, 2024.
The Company's operating results are subject to fluctuations associated with seasonal demand for consumer products, the timing of new product introductions, and original equipment manufacturer (OEM) customer production schedules. Therefore, operating results for the 13-week and 39-week periods ended September 27, 2025 are not necessarily indicative of the results that may be expected for the year ending December 27, 2025.
The Company’s fiscal year is based on a 52-week or 53-week period ending on the last Saturday of the calendar year. Therefore, the financial results of certain 53-week fiscal years, and the associated 14-week quarters, will not be exactly comparable to the prior and subsequent 52-week fiscal years and the associated 13-week quarters. The quarters ended September 27, 2025 and September 28, 2024 both contain operating results for 13 weeks.
Significant Accounting Policies
For a description of the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements, refer to Note 1, “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements in Part II, Item 8 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. There were no material changes to the Company’s significant accounting policies during the 39-week period ended September 27, 2025.
Recently Adopted Accounting Standards
There are no recently adopted accounting standards that have a material impact on the Company's consolidated financial statements, accounting policies, processes, or systems.
Recently Issued Accounting Pronouncements Not Yet Adopted
Disaggregation of Income Statement Expenses
In November 2024, the Financial Accounting Standards Board issued Accounting Standards Update No. 2024-03, Income Statement–Reporting Comprehensive Income–Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"), which requires additional disaggregated disclosures in the notes to financial statements for certain categories of expenses that are included in the expense captions on the face of the statements of income, on an interim and annual basis. ASU 2024-03 is effective for fiscal years beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027, with early adoption permitted. The amendments may be applied using either a prospective or retrospective approach. The Company is currently evaluating the impact that the updated standard will have on its financial statement disclosures.
2. Revenue
In order to further depict how the nature, amount, timing and uncertainty of the Company's revenue and cash flows are affected by economic factors, we disaggregate revenue (“net sales”) by geographic region, major product category, and pattern of recognition.
Disaggregated revenue by geographic region (Americas, EMEA, and APAC) is presented in Note 11 – Segment Information and Geographic Data. Note 11 also contains disaggregated revenue information of the five major product categories identified by the Company – fitness, outdoor, aviation, marine, and auto OEM.
A large majority of the Company’s sales are recognized on a point in time basis, usually once the product is shipped and title and risk of loss have transferred to the customer. Sales recognized over a period of time are primarily within the outdoor, aviation, and auto OEM segments and relate to performance obligations that are satisfied over the estimated life of the product or contractual service period. Revenue disaggregated by the timing of transfer of the goods or services is presented in the table below:
| 13-Weeks Ended | 39-Weeks Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |||||
| Point in time | $ | 1,685,604 | $ | 1,496,940 | $ | 4,870,953 | $ | 4,231,561 |
| Over time | 85,297 | 89,082 | 249,611 | 242,781 | ||||
| Net sales | $ | 1,770,901 | $ | 1,586,022 | $ | 5,120,564 | $ | 4,474,342 |
Transaction price and costs associated with the Company’s unsatisfied performance obligations are reflected as deferred revenue and deferred costs, respectively, on the Company’s condensed consolidated balance sheets. Such amounts are recognized ratably over the applicable estimated useful life or contractual service period. Changes in deferred revenue and costs during the 39-week period ended September 27, 2025 are presented below:
| 39-Weeks Ended<br>September 27, 2025 | ||||||
|---|---|---|---|---|---|---|
| Deferred<br> Revenue (1) | Deferred <br>Costs (2) | |||||
| Balance, beginning of period | $ | 139,318 | $ | 30,938 | ||
| Deferrals in period | 238,464 | 45,125 | ||||
| Recognition of deferrals in period | (249,611 | ) | (53,765 | ) | ||
| Balance, end of period | $ | 128,171 | $ | 22,298 |
(1) Deferred revenue is comprised of both deferred revenue and noncurrent deferred revenue per the condensed consolidated balance sheets.
(2) Deferred costs are comprised of both deferred costs and noncurrent deferred costs per the condensed consolidated balance sheets.
Of the $249,611 of deferred revenue recognized in the 39-week period ended September 27, 2025, approximately $82,000 was deferred as of the beginning of the period. Of the $128,171 of deferred revenue as of September 27, 2025, the Company expects to recognize approximately 87% ratably over a total period of three years or less.
3. Earnings Per Share
The following table sets forth the computation of basic and diluted net income per share. Stock options, stock appreciation rights, and restricted stock units are collectively referred to as “equity awards”. There were no anti-dilutive equity awards excluded from the calculation of diluted net income per share for the periods presented below.
| 13-Weeks Ended | 39-Weeks Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September<br>27, 2025 | September <br>28, 2024 | September<br>27, 2025 | September <br>28, 2024 | |||||
| Numerator: | ||||||||
| Numerator for basic and diluted net income per share – net income | $ | 401,615 | $ | 399,111 | $ | 1,135,206 | $ | 975,703 |
| Denominator: | ||||||||
| Denominator for basic net income per share – weighted-average common shares | 192,464 | 192,201 | 192,510 | 192,055 | ||||
| Effect of dilutive equity awards | 1,069 | 970 | 1,041 | 885 | ||||
| Denominator for diluted net income per share – adjusted weighted-average common shares | 193,533 | 193,171 | 193,551 | 192,940 | ||||
| Basic net income per share | $ | 2.09 | $ | 2.08 | $ | 5.90 | $ | 5.08 |
| Diluted net income per share | $ | 2.08 | $ | 2.07 | $ | 5.87 | $ | 5.06 |
4. Marketable Securities
Accounting Standards Codification Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date (exit price). The accounting guidance classifies the inputs used to measure fair value into the following hierarchy:
| Level 1 | Unadjusted quoted prices in active markets for the identical asset or liability |
|---|---|
| Level 2 | Observable inputs for the asset or liability, either directly or indirectly, such as quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, or inputs other than quoted prices that are observable for the asset or liability |
| --- | --- |
| Level 3 | Unobservable inputs for the asset or liability |
| --- | --- |
The Company endeavors to utilize the best available information in measuring fair value. Financial assets and liabilities are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Valuation is based on prices obtained from an independent pricing vendor using both market and income approaches. The primary inputs to the valuation include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, contractual cash flows, benchmark yields, and credit spreads.
The method described above may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. Furthermore, while the Company believes its valuation methods are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different fair value measurement at the reporting date.
Marketable securities classified as available-for-sale securities are summarized below:
| Available-For-Sale Securities<br>as of September 27, 2025 | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|
| Fair Value Level | Amortized Cost | Gross Unrealized <br>Gains | Gross Unrealized <br>Losses | Fair Value | ||||||
| U.S. Treasury securities | Level 2 | $ | 3,300 | $ | 51 | $ | — | $ | 3,351 | |
| Agency securities | Level 2 | 53,811 | 69 | (255 | ) | 53,625 | ||||
| Mortgage-backed securities | Level 2 | 94,262 | 485 | (1,634 | ) | 93,113 | ||||
| Corporate debt securities | Level 2 | 1,447,404 | 11,117 | (7,348 | ) | 1,451,173 | ||||
| Municipal securities | Level 2 | 243,631 | 619 | (3,645 | ) | 240,605 | ||||
| Other | Level 2 | 1,594 | — | (52 | ) | 1,542 | ||||
| Total | $ | 1,844,002 | $ | 12,341 | $ | (12,934 | ) | $ | 1,843,409 | |
| Available-For-Sale Securities<br>as of December 28, 2024 | ||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Fair Value Level | Amortized Cost | Gross Unrealized <br>Gains | Gross Unrealized <br>Losses | Fair Value | ||||||
| U.S. Treasury securities | Level 2 | $ | 4,930 | $ | 8 | $ | — | $ | 4,938 | |
| Agency securities | Level 2 | 42,236 | 38 | (477 | ) | 41,797 | ||||
| Mortgage-backed securities | Level 2 | 43,599 | — | (4,375 | ) | 39,224 | ||||
| Corporate debt securities | Level 2 | 1,281,981 | 1,498 | (23,837 | ) | 1,259,642 | ||||
| Municipal securities | Level 2 | 281,295 | 21 | (9,907 | ) | 271,409 | ||||
| Other | Level 2 | 2,683 | 1 | (93 | ) | 2,591 | ||||
| Total | $ | 1,656,724 | $ | 1,566 | $ | (38,689 | ) | $ | 1,619,601 |
The primary objectives of the Company’s investment policy are to preserve capital, maintain an acceptable degree of liquidity, and maximize yield within the constraint of low credit risk. The fair value of securities varies from period to period due to changes in interest rates, the performance of the underlying collateral, and the credit performance of the underlying issuer, among other factors.
Accrued interest receivable, which totaled $16,812 as of September 27, 2025, is excluded from both the fair value and amortized cost basis of available-for-sale securities and is included within prepaid expenses and other current assets on the Company’s condensed consolidated balance sheets. The Company writes off impaired accrued interest on a timely basis, generally within 30 days of the due date, by reversing interest income. No accrued interest was written off during the 39-week period ended September 27, 2025.
The Company recognizes impairments relating to credit losses of available-for-sale securities through an allowance for credit losses and other income (expense) on the Company’s condensed consolidated statements of income. Impairment not relating to credit losses is recorded in accumulated other comprehensive income (loss) on the Company’s condensed consolidated balance sheets. The cost of securities sold is based on the specific identification method. Approximately 56% of securities in the Company’s portfolio were at an unrealized loss position as of September 27, 2025.
The following tables display additional information regarding gross unrealized losses and fair value by major security type for available-for-sale securities in an unrealized loss position as of September 27, 2025 and December 28, 2024.
| As of September 27, 2025 | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Less than 12 Consecutive Months | 12 Consecutive Months or Longer | Total | |||||||||||||
| Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | ||||||||||
| Agency securities | $ | (101 | ) | $ | 8,230 | $ | (154 | ) | $ | 6,846 | $ | (255 | ) | $ | 15,076 |
| Mortgage-backed securities | (205 | ) | 17,569 | (1,429 | ) | 15,564 | (1,634 | ) | 33,133 | ||||||
| Corporate debt securities | (1,745 | ) | 256,881 | (5,603 | ) | 350,324 | (7,348 | ) | 607,205 | ||||||
| Municipal securities | (194 | ) | 13,582 | (3,451 | ) | 166,593 | (3,645 | ) | 180,175 | ||||||
| Other | (3 | ) | 515 | (49 | ) | 1,027 | (52 | ) | 1,542 | ||||||
| Total | $ | (2,248 | ) | $ | 296,777 | $ | (10,686 | ) | $ | 540,354 | $ | (12,934 | ) | $ | 837,131 |
| As of December 28, 2024 | |||||||||||||||
| --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- | --- |
| Less than 12 Consecutive Months | 12 Consecutive Months or Longer | Total | |||||||||||||
| Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | Gross Unrealized Losses | Fair Value | ||||||||||
| Agency securities | $ | (125 | ) | $ | 24,153 | $ | (352 | ) | $ | 6,647 | $ | (477 | ) | $ | 30,800 |
| Mortgage-backed securities | (137 | ) | 9,803 | (4,238 | ) | 29,421 | (4,375 | ) | 39,224 | ||||||
| Corporate debt securities | (4,503 | ) | 350,289 | (19,334 | ) | 667,176 | (23,837 | ) | 1,017,465 | ||||||
| Municipal securities | (228 | ) | 35,001 | (9,679 | ) | 226,901 | (9,907 | ) | 261,902 | ||||||
| Other | — | — | (93 | ) | 1,619 | (93 | ) | 1,619 | |||||||
| Total | $ | (4,993 | ) | $ | 419,246 | $ | (33,696 | ) | $ | 931,764 | $ | (38,689 | ) | $ | 1,351,010 |
As of September 27, 2025 and December 28, 2024, the Company had not recognized an allowance for credit losses on any securities in an unrealized loss position.
The Company has not recorded an allowance for credit losses and charge to other income (expense) for the unrealized losses on agency, mortgage-backed, corporate debt, municipal, and other securities presented above because the Company does not consider the declines in fair value to have resulted from credit losses. The Company has not observed a significant deterioration in credit quality of these securities, which are highly rated with moderate to low credit risk. Declines in value are largely attributable to current global economic conditions. The securities continue to make timely principal and interest payments, and the fair values are expected to recover as they approach maturity. Management does not intend to sell the securities nor is it more likely than not that the Company will be required to sell the securities, before the respective recoveries of their amortized cost bases, which may be maturity.
The amortized cost and fair value of marketable securities at September 27, 2025, by maturity, are shown below.
| Amortized Cost | Fair Value | |||
|---|---|---|---|---|
| Due in one year or less | $ | 471,374 | $ | 466,785 |
| Due after one year through five years | 1,328,961 | 1,334,549 | ||
| Due after five years through ten years | 38,923 | 38,084 | ||
| Due after ten years | 4,744 | 3,991 | ||
| Total | $ | 1,844,002 | $ | 1,843,409 |
5. Income Taxes
The Company recorded income tax expense of $108,205 in the 13-week period ended September 27, 2025, compared to income tax expense of $87,139 in the 13-week period ended September 28, 2024. The effective tax rate was 21.2% in the third quarter of 2025, compared to 17.9% in the third quarter of 2024. The increase in the effective tax rate in the current quarter was primarily driven by the U.S. tax legislation enacted during the current quarter, which, among other things, changed capitalization requirements of certain research and development costs, resulting in a year-to-date adjustment due to a decrease in certain expected U.S. tax deductions and credits.
The Company recorded income tax expense of $243,943 in the 39-week period ended September 27, 2025, compared to income tax expense of $203,560 in the 39-week period ended September 28, 2024. The effective tax rate was 17.7% in the first three quarters of 2025, compared to 17.3% in the first three quarters of 2024. The increase in the effective tax rate in the current period was primarily driven by the U.S. tax legislation enacted during the current quarter, which, among other things, changed capitalization requirements of certain research and development costs, resulting in a decrease in certain expected U.S. tax deductions and credits.
6. Inventories
The details of inventories consisted of the following:
| September 27,<br>2025 | December 28, 2024 | |||
|---|---|---|---|---|
| Raw materials | $ | 615,698 | $ | 522,210 |
| Work-in-process | 246,694 | 219,294 | ||
| Finished goods | 1,025,538 | 732,474 | ||
| Inventories | $ | 1,887,930 | $ | 1,473,978 |
7. Warranty Reserves
The Company accrues for estimated future warranty costs at the time products are sold. The Company provides standard warranties to its retail partners and end-users. The standard warranty generally provides for products to be free from defects in materials or worksmanship, and the warranty period is generally one to two years from the date of shipment, while certain aviation, marine, and auto OEM products have a standard warranty period of two years or more from the date of installation. The Company’s estimates of costs to service its warranty obligations are based on historical experience and management’s expectations and judgments of future conditions, with most claims resolved within a year of the sale. The following reconciliation presents details of the changes in the Company's accrued warranty costs:
| 13-Weeks Ended | 39-Weeks Ended | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |||||||||
| Balance - beginning of period | $ | 71,197 | $ | 58,253 | $ | 62,473 | $ | 55,738 | ||||
| Accrual for products sold (1) | 27,196 | 19,039 | 80,470 | 64,334 | ||||||||
| Expenditures | (26,673 | ) | (19,309 | ) | (71,223 | ) | (62,089 | ) | ||||
| Balance - end of period | $ | 71,720 | $ | 57,983 | $ | 71,720 | $ | 57,983 |
(1) Changes in cost estimates related to pre-existing warranties were not material and are aggregated with accruals for new warranty contracts in the ‘accrual for products sold’ line.
8. Commitments and Contingencies
Commitments
The Company is party to certain commitments that require the future purchase of goods or services (“unconditional purchase obligations”). The Company’s unconditional purchase obligations primarily consist of payments for inventory, capital expenditures, and other indirect purchases in connection with conducting its business. The aggregate amount of purchase orders and other commitments open as of September 27, 2025 that may represent noncancelable unconditional purchase obligations having a remaining term in excess of one year was approximately $386,000.
Certain cash balances are held as collateral in relation to bank guarantees. This restricted cash is reported within other assets on the condensed consolidated balance sheets and totaled $701 and $685 on September 27, 2025 and December 28, 2024, respectively. The total of the cash and cash equivalents balance and the restricted cash reported within other assets in the condensed consolidated balance sheets equals the total cash, cash equivalents, and restricted cash shown in the condensed consolidated statements of cash flows.
Contingencies
Management of the Company currently does not believe it is reasonably possible that the Company may have incurred a material loss, or a material loss in excess of recorded accruals, with respect to loss contingencies in the aggregate, for the fiscal quarter ended September 27, 2025. The results of legal proceedings, investigations and claims, however, cannot be predicted with certainty. An adverse resolution of one or more of such matters in excess of management’s expectations could have a material adverse effect in the particular quarter or fiscal year in which a loss is recorded, but based on information currently known, the Company does not believe it is likely that losses from such matters would have a material adverse effect on the Company’s business or its consolidated financial position, results of operations or cash flows.
The Company settled or resolved certain matters during the 13-week and 39-week periods ended September 27, 2025 that did not individually or in the aggregate have a material impact on the Company’s business or its consolidated financial position, results of operations or cash flows.
9. Stockholders' Equity
Dividends
Under Swiss corporate law, dividends must be approved by shareholders at the annual general meeting of the Company’s shareholders. Approved dividends are payable in four equal installments on dates to be determined by the Board of Directors. A reduction of retained earnings and a corresponding liability are recorded at the time of shareholders' approval and are periodically adjusted based on the number of applicable shares outstanding.
The Company's shareholders approved the following dividends:
| Approval Date | Dividend Payment Date | Record Date | Dividend Per Share | |
|---|---|---|---|---|
| Fiscal 2025 | ||||
| June 6, 2025 | June 27, 2025 | June 16, 2025 | $ | 0.90 |
| June 6, 2025 | September 26, 2025 | September 12, 2025 | $ | 0.90 |
| June 6, 2025 | December 26, 2025 | December 12, 2025 | $ | 0.90 |
| June 6, 2025 | March 27, 2026 | March 13, 2026 | $ | 0.90 |
| Total | $ | 3.60 | ||
| Fiscal 2024 | ||||
| June 7, 2024 | June 28, 2024 | June 17, 2024 | $ | 0.75 |
| June 7, 2024 | September 27, 2024 | September 13, 2024 | $ | 0.75 |
| June 7, 2024 | December 27, 2024 | December 13, 2024 | $ | 0.75 |
| June 7, 2024 | March 28, 2025 | March 14, 2025 | $ | 0.75 |
| Total | $ | 3.00 | ||
| Fiscal 2023 | ||||
| June 9, 2023 | June 30, 2023 | June 20, 2023 | $ | 0.73 |
| June 9, 2023 | September 29, 2023 | September 15, 2023 | $ | 0.73 |
| June 9, 2023 | December 29, 2023 | December 15, 2023 | $ | 0.73 |
| June 9, 2023 | March 29, 2024 | March 15, 2024 | $ | 0.73 |
| Total | $ | 2.92 |
Share Repurchase Program
On February 16, 2024, the Board of Directors approved a share repurchase program (the “2024 Program”) authorizing the Company to repurchase up to $300,000 of the common shares of Garmin Ltd., exclusive of the cost of any associated excise tax. The timing and volume of share repurchases are subject to market conditions, business conditions and applicable laws, and are at management’s discretion. Share repurchases may be made from time to time in the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The 2024 Program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. The 2024 Program expires on December 26, 2026. As of September 27, 2025, the Company had repurchased 985 shares for $193,096, leaving $106,904 available to repurchase additional shares under the 2024 Program.
Treasury Shares
In March 2024, the Board of Directors authorized the cancellation of 979 shares previously purchased under a share repurchase program. The capital reduction by cancellation of these shares became effective in March 2024. Total stockholders’ equity reported for the Company was not affected.
10. Accumulated Other Comprehensive Income (Loss)
The following provides required disclosure of changes in accumulated other comprehensive income (loss) balances by component for the 13-week and 39-week periods ended September 27, 2025:
| Net gains (losses) on available-for-sale securities | Total | |||||||
| Balance - beginning of period | 115,659 | $ | (10,486 | ) | $ | 105,173 | ||
| Other comprehensive income (loss) before reclassification, net of income tax expense of 2,576 | (62,713 | ) | 7,420 | (55,293 | ) | |||
| Amounts reclassified from accumulated other comprehensive income (loss) to other income (expense), net of income tax benefit of 40 included in income tax provision | — | 111 | 111 | |||||
| Net current-period other comprehensive income | (62,713 | ) | 7,531 | (55,182 | ) | |||
| Balance - end of period | 52,946 | $ | (2,955 | ) | $ | 49,991 |
All values are in US Dollars.
| Net gains (losses) on available-for-sale securities | Total | |||||||
| Balance - beginning of period | (116,866 | ) | $ | (30,372 | ) | $ | (147,238 | ) |
| Other comprehensive income (loss) before reclassification, net of income tax expense of 8,975 | 169,812 | 26,697 | 196,509 | |||||
| Amounts reclassified from accumulated other comprehensive income (loss) to other income (expense), net of income tax benefit of 137 included in income tax provision | — | 720 | 720 | |||||
| Net current-period other comprehensive income | 169,812 | 27,417 | $ | 197,229 | ||||
| Balance - end of period | 52,946 | $ | (2,955 | ) | $ | 49,991 |
All values are in US Dollars.
11. Segment Information and Geographic Data
Garmin is organized in the five operating segments of fitness, outdoor, aviation, marine, and auto OEM, which represent the primary markets served by the Company. These operating segments are also the Company's reportable segments.
The Company’s Chief Executive Officer, who has been identified as the Company’s Chief Operating Decision Maker (CODM), primarily uses operating income as the measure of profit or loss to assess segment performance and allocate resources. Operating income represents net sales less costs of goods sold and operating expenses. Net sales are directly attributed to each segment. Most costs of goods sold and the majority of operating expenses are also directly attributed to each segment, while certain other costs of goods sold and operating expenses are allocated to the
segments in a reasonable manner considering the specific facts and circumstances of the expenses being allocated. The accounting policies of the segments are the same as those described in Note 1 - Accounting Policies. There are no inter-segment sales or transfers.
The Company’s segments share many common resources, infrastructures and assets in the normal course of business, and certain assets are therefore not separately tracked by segment. Thus, the Company does not report accounts receivable, inventories, property and equipment, intangible assets, capital expenditures, depreciation expense, or amortization expense by segment to the CODM.
The CODM utilizes operating income to assess segment performance and make strategic decisions about the allocation of operating and capital resources by analyzing future opportunities and recent operating income results, trends, and variances of each segment in relation to forecasts and historical performance.
Net sales (“revenue”), cost of goods sold, gross profit, significant segment expenses, and operating income (loss) for each of the Company’s five reportable segments are presented below.
| Fitness | Outdoor | Aviation | Marine | Auto OEM | Total | ||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 13-Weeks Ended September 27, 2025 | |||||||||||||
| Net sales | $ | 601,013 | $ | 497,598 | $ | 240,445 | $ | 267,005 | $ | 164,840 | $ | 1,770,901 | |
| Cost of goods sold | 238,164 | 167,849 | 59,737 | 118,767 | 139,897 | 724,414 | |||||||
| Gross profit | 362,849 | 329,749 | 180,708 | 148,238 | 24,943 | 1,046,487 | |||||||
| Research and development expense | 55,192 | 68,497 | 85,655 | 47,986 | 29,134 | 286,464 | |||||||
| Selling, general and administrative expenses | 114,057 | 91,518 | 34,285 | 50,856 | 12,504 | 303,220 | |||||||
| Operating income (loss) | 193,600 | 169,734 | 60,768 | 49,396 | (16,695 | ) | 456,803 | ||||||
| 13-Weeks Ended September 28, 2024 | |||||||||||||
| Net sales | $ | 463,887 | $ | 526,551 | $ | 204,631 | $ | 222,244 | $ | 168,709 | $ | 1,586,022 | |
| Cost of goods sold | 180,562 | 167,858 | 50,493 | 99,811 | 135,699 | 634,423 | |||||||
| Gross profit | 283,325 | 358,693 | 154,138 | 122,433 | 33,010 | 951,599 | |||||||
| Research and development expense | 46,004 | 60,882 | 79,795 | 39,844 | 22,637 | 249,162 | |||||||
| Selling, general and administrative expenses | 89,553 | 88,945 | 30,065 | 44,750 | 11,649 | 264,962 | |||||||
| Operating income (loss) | 147,768 | 208,866 | 44,278 | 37,839 | (1,276 | ) | 437,475 | ||||||
| 39-Weeks Ended September 27, 2025 | |||||||||||||
| Net sales | $ | 1,591,159 | $ | 1,426,451 | $ | 712,926 | $ | 885,704 | $ | 504,324 | $ | 5,120,564 | |
| Cost of goods sold | 643,498 | 489,738 | 178,844 | 389,195 | 421,246 | 2,122,521 | |||||||
| Gross profit | 947,661 | 936,713 | 534,082 | 496,509 | 83,078 | 2,998,043 | |||||||
| Research and development expense | 158,344 | 198,557 | 254,980 | 138,894 | 80,472 | 831,247 | |||||||
| Selling, general and administrative expenses | 320,374 | 281,754 | 106,594 | 158,434 | 37,718 | 904,874 | |||||||
| Operating income (loss) | 468,943 | 456,402 | 172,508 | 199,181 | (35,112 | ) | 1,261,922 | ||||||
| 39-Weeks Ended September 28, 2024 | |||||||||||||
| Net sales | $ | 1,235,182 | $ | 1,332,617 | $ | 639,739 | $ | 821,933 | $ | 444,871 | $ | 4,474,342 | |
| Cost of goods sold | 511,807 | 446,971 | 161,608 | 372,461 | 364,865 | 1,857,712 | |||||||
| Gross profit | 723,375 | 885,646 | 478,131 | 449,472 | 80,006 | 2,616,630 | |||||||
| Research and development expense | 134,818 | 176,444 | 235,336 | 118,242 | 70,008 | 734,848 | |||||||
| Selling, general and administrative expenses | 265,046 | 257,794 | 95,896 | 145,808 | 39,325 | 803,869 | |||||||
| Operating income (loss) | 323,511 | 451,408 | 146,899 | 185,422 | (29,327 | ) | 1,077,913 |
Net sales to external customers by geographic region for the 13-week and 39-week periods ended September 27, 2025 and September 28, 2024 are presented below. Note that Americas includes North America and South America, EMEA includes Europe, the Middle East and Africa, and APAC includes Asia Pacific and Australian Continent.
| 13-Weeks Ended | 39-Weeks Ended | |||||||
|---|---|---|---|---|---|---|---|---|
| September 27, 2025 | September 28, 2024 | September 27, 2025 | September 28, 2024 | |||||
| Americas (1) | $ | 795,624 | $ | 724,572 | $ | 2,419,371 | $ | 2,181,266 |
| EMEA | 692,557 | 612,658 | 1,938,912 | 1,618,058 | ||||
| APAC | 282,720 | 248,792 | 762,281 | 675,018 | ||||
| Net sales to external customers | $ | 1,770,901 | $ | 1,586,022 | $ | 5,120,564 | $ | 4,474,342 |
| (1) The United States is the only country which constitutes greater than 10% of net sales to external customers. |
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
The discussion set forth below, as well as other portions of this Quarterly Report on Form 10-Q, contain statements concerning potential future events. Such forward-looking statements are based upon assumptions by management, as of the date of this Quarterly Report on Form 10-Q, including assumptions about risks and uncertainties faced by the Company. Readers can identify these forward-looking statements by their use of such words as "future", "expects", "anticipates", "believes", “estimates”, “would”, “could”, “can”, “may,” or other similar words or other comparable terms. If any of the Company’s assumptions prove incorrect or should unanticipated circumstances arise, actual results could materially differ from those anticipated by such forward-looking statements. The differences could be caused by a number of factors or combination of factors including, but not limited to, those factors identified in Part II, Item 1A of this Quarterly Report on Form 10-Q and in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024. Readers are strongly encouraged to consider those factors when evaluating any forward-looking statement concerning the Company. These forward-looking statements are made as of the date hereof, and the Company disclaims any obligation to update any forward-looking statements in this Quarterly Report on Form 10-Q to reflect future events or developments, except as required by law.
The information contained in this Management’s Discussion and Analysis of Financial Condition and Results of Operations should be read in conjunction with the Condensed Consolidated Financial Statements and Notes thereto included in this Quarterly Report on Form 10-Q and the audited financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 28, 2024. Unless the context otherwise requires, references in this document to "we", "us", "our", the "Company" and similar terms refer to Garmin Ltd. and its subsidiaries.
Unless otherwise indicated, amounts set forth in the discussion below are in thousands.
Company Overview
The Company is a leading worldwide provider of wireless devices, many of which feature location technology such as Global Positioning System (GPS), and applications that are designed for people who live an active lifestyle. We are organized in the five operating segments of fitness, outdoor, aviation, marine, and auto OEM, which represent the primary markets served by the Company. We design, develop, manufacture, market, and distribute a diverse family of GPS-enabled products and other navigation, communications, sensor-based and information products for these markets, as well as products installed by original equipment manufacturers (OEMs) and for aftermarket applications. Our products are sold through a variety of indirect distribution channels, including a large worldwide network of independent retailers, dealers, distributors, installation and repair shops, and OEMs. We also sell our products and services directly through our online webshop (garmin.com), subscriptions for connected services, and our own retail stores.
Business Environment Update
Global economic and geopolitical conditions impact our operations and financial results, although we believe our vertically integrated and diversified business model enables us to be resilient and flexible in a dynamic business environment. Foreign currency fluctuations and rapidly changing global trade policies, particularly those affecting the United States, increase the economic and operational uncertainties that could significantly harm our business and results of operations. Refer to Part II, Item 1A, “Risk Factors” of this Quarterly Report for further discussion of the risks and uncertainties facing our Company.
Results of Operations
The following tables and discussion provides an analysis of our results of operations for the third quarter of 2025 compared to the third quarter of 2024.
Comparison of 13-Weeks Ended September 27, 2025 and September 28, 2024
Net Sales
| Net Sales | 13-Weeks Ended<br>September 27, 2025 | Year-over-Year Change | 13-Weeks Ended<br>September 28, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 601,013 | 30 | % | $ | 463,887 | |||
| Percentage of Total Net Sales | 34 | % | 29 | % | |||||
| Outdoor | 497,598 | (5 | %) | 526,551 | |||||
| Percentage of Total Net Sales | 28 | % | 33 | % | |||||
| Aviation | 240,445 | 18 | % | 204,631 | |||||
| Percentage of Total Net Sales | 14 | % | 13 | % | |||||
| Marine | 267,005 | 20 | % | 222,244 | |||||
| Percentage of Total Net Sales | 15 | % | 14 | % | |||||
| Auto OEM | 164,840 | (2 | %) | 168,709 | |||||
| Percentage of Total Net Sales | 9 | % | 11 | % | |||||
| Total | $ | 1,770,901 | 12 | % | $ | 1,586,022 |
Net sales increased 12% for the 13-week period ended September 27, 2025 when compared to the year-ago quarter. Total unit sales in the third quarter of 2025 increased by approximately 8% to 4,982 when compared to total unit sales of 4,620 in the third quarter of 2024, which differs from the percent increase in revenue primarily due to shifts in segment and product mix. Fitness was the largest portion of our revenue mix in the third quarter of 2025 at 34%, while outdoor was the largest portion of our revenue mix in the third quarter of 2024 at 33%.
The increase in fitness revenue was driven by strong demand for advanced wearables. The increase in aviation revenue was driven by sales growth in OEM and aftermarket product categories. The increase in marine revenue was driven by sales growth across multiple product categories. Outdoor revenue decreased primarily due to consumer auto and adventure watch product categories comparing against strong prior year product launch cycles. Auto OEM revenue decreased as certain legacy programs approach end-of-life and were partially offset by growth in a recent domain controller program.
Gross Profit
| Gross Profit | 13-Weeks Ended<br>September 27, 2025 | Year-over-Year Change | 13-Weeks Ended<br>September 28, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 362,849 | 28 | % | $ | 283,325 | |||
| Percentage of Segment Net Sales | 60 | % | 61 | % | |||||
| Outdoor | 329,749 | (8 | %) | 358,693 | |||||
| Percentage of Segment Net Sales | 66 | % | 68 | % | |||||
| Aviation | 180,708 | 17 | % | 154,138 | |||||
| Percentage of Segment Net Sales | 75 | % | 75 | % | |||||
| Marine | 148,238 | 21 | % | 122,433 | |||||
| Percentage of Segment Net Sales | 56 | % | 55 | % | |||||
| Auto OEM | 24,943 | (24 | %) | 33,010 | |||||
| Percentage of Segment Net Sales | 15 | % | 20 | % | |||||
| Total | $ | 1,046,487 | 10 | % | $ | 951,599 | |||
| Percentage of Total Net Sales | 59 | % | 60 | % |
Gross profit dollars in the third quarter of 2025 increased 10%, primarily due to the increase in net sales when compared to the year-ago quarter, as described above. Consolidated gross margin as a percent of net sales decreased 90 basis points when compared to the year-ago quarter, primarily due to higher product costs.
Gross margin percentage remained relatively flat within the fitness, aviation, and marine segments when compared to the year-ago quarter. The outdoor gross margin percentage decrease of 190 basis points was primarily attributable to higher product costs. The auto OEM gross margin percentage decrease of 440 basis points was primarily attributable to an increase in accrued warranty costs associated with prior period sales.
Operating Expense
| Operating Expense | 13-Weeks Ended<br>September 27, 2025 | Year-over-Year Change | 13-Weeks Ended<br>September 28, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Research and development expense | 286,464 | 15 | % | 249,162 | |||||
| Percentage of Total Net Sales | 16 | % | 16 | % | |||||
| Selling, general and administrative expenses | 303,220 | 14 | % | 264,962 | |||||
| Percentage of Total Net Sales | 17 | % | 17 | % | |||||
| Total | $ | 589,684 | 15 | % | $ | 514,124 | |||
| Percentage of Total Net Sales | 33 | % | 32 | % |
Total operating expense in the third quarter of 2025 increased 15% in absolute dollars and was relatively flat as a percent of revenue when compared to the year-ago quarter. Operating expense, as a percent of segment net sales, decreased in the fitness, aviation, and marine segments by 110 basis points, 380 basis points, and 100 basis points, respectively, when compared to the year-ago quarter due to increased sales and greater leverage of expenses. Operating expense, as a percent of segment net sales, increased in the outdoor and auto OEM segments by 370 basis points and 490 basis points, respectively, when compared to the year-ago quarter due to decreased sales while expenses increased.
Research and development expense increased 15% in absolute dollars when compared to the year-ago quarter. The absolute dollar expense increase was primarily due to higher engineering personnel-related expenses.
Selling, general and administrative expenses increased 14% in absolute dollars when compared to the year-ago quarter. The absolute dollar expense increase was primarily due to higher personnel-related expenses.
Operating Income
| Operating Income (Loss) | 13-Weeks Ended<br>September 27, 2025 | Year-over-Year Change | 13-Weeks Ended<br>September 28, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 193,600 | 31 | % | $ | 147,768 | |||
| Percentage of Segment Net Sales | 32 | % | 32 | % | |||||
| Outdoor | 169,734 | (19 | %) | 208,866 | |||||
| Percentage of Segment Net Sales | 34 | % | 40 | % | |||||
| Aviation | 60,768 | 37 | % | 44,278 | |||||
| Percentage of Segment Net Sales | 25 | % | 22 | % | |||||
| Marine | 49,396 | 31 | % | 37,839 | |||||
| Percentage of Segment Net Sales | 19 | % | 17 | % | |||||
| Auto OEM | (16,695 | ) | NM | (1,276 | ) | ||||
| Percentage of Segment Net Sales | (10 | %) | (1 | %) | |||||
| Total | $ | 456,803 | 4 | % | $ | 437,475 | |||
| Percentage of Total Net Sales | 26 | % | 28 | % |
NM - Represents that the percentage change is not meaningful.
Total operating income in the third quarter of 2025 increased 4% in absolute dollars and decreased 180 basis points as a percent of revenue when compared to the year-ago quarter. The improved operating income dollar performance in fitness, aviation, and marine was partially offset by decreases in outdoor and auto OEM.
Other Income (Expense)
| Other Income (Expense) | 13-Weeks Ended<br>September 27, 2025 | 13-Weeks Ended<br>September 28, 2024 | ||
|---|---|---|---|---|
| Interest income | $ | 32,085 | $ | 28,830 |
| Foreign currency gains | 20,334 | 18,131 | ||
| Other income | 598 | 1,814 | ||
| Total | $ | 53,017 | $ | 48,775 |
The average interest rate return on cash and investments during the third quarter of 2025 was 3.3%, and remained relatively flat compared to 3.3% during the same quarter of 2024.
Foreign currency gains and losses for the Company are driven by movements of a number of currencies in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., although some transactions and balances are denominated in British Pounds. Other notable currency exposures include the Australian Dollar and Polish Zloty. The majority of the Company’s consolidated foreign currency gain or loss is typically driven by the significant cash and marketable securities, receivables and payables held in a currency other than the functional currency at a given legal entity.
The $20.3 million currency gain recognized in the third quarter of 2025 was primarily due to the U.S. Dollar strengthening against the Taiwan Dollar, partially offset by the U.S. Dollar strengthening against the Euro, Polish Zloty, and British Pound Sterling, within the 13-week period ended September 27, 2025. During this period, the U.S. Dollar strengthened 4.5% against the Taiwan Dollar, resulting in a gain of $26.5 million, while the U.S. Dollar strengthened 0.2% against the Euro, 1.0% against the Polish Zloty, and 2.3% against the British Pound Sterling, resulting in losses of $2.6 million, $2.2 million, and $1.6 million, respectively. The remaining net currency gain of $0.2 million was related to the impacts of other currencies, each of which was individually immaterial.
The $18.1 million currency gain recognized in the third quarter of 2024 was primarily due to the U.S. Dollar weakening against the British Pound Sterling, Euro, and Polish Zloty, partially offset by the U.S. Dollar weakening against the Taiwan Dollar, within the 13-week period ended September 28, 2024. During this period, the U.S. Dollar weakened 3.7% against the British Pound Sterling, 4.2% against the Euro, and 5.3% against the Polish Zloty, resulting in gains of $3.2 million, $8.9 million, and $9.3 million, respectively, while the U.S. Dollar weakened 2.9% against the Taiwan Dollar, resulting in a loss of $10.4 million. The remaining net currency gain of $7.1 million was related to the impacts of other currencies, each of which was individually immaterial.
Income Tax Provision
The Company recorded income tax expense of $108.2 million in the 13-week period ended September 27, 2025, compared to income tax expense of $87.1 million in the 13-week period ended September 28, 2024. The effective tax rate was 21.2% in the third quarter of 2025, compared to 17.9% in the third quarter of 2024. The increase in the effective tax rate in the current quarter was primarily driven by the U.S. tax legislation enacted during the current quarter, which, among other things, changed capitalization requirements of certain research and development costs, resulting in a year-to-date adjustment due to a decrease in certain expected U.S. tax deductions and credits.
Net Income
As a result of the above, net income for the 13-week period ended September 27, 2025 was $401.6 million compared to $399.1 million for the 13-week period ended September 28, 2024, an increase of $2.5 million.
Comparison of 39-Weeks Ended September 27, 2025 and September 28, 2024
Net Sales
| Net Sales | 39-Weeks Ended<br>September 27, 2025 | Year-over-Year Change | 39-Weeks Ended<br>September 28, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 1,591,159 | 29 | % | $ | 1,235,182 | |||
| Percentage of Total Net Sales | 31 | % | 28 | % | |||||
| Outdoor | 1,426,451 | 7 | % | 1,332,617 | |||||
| Percentage of Total Net Sales | 28 | % | 30 | % | |||||
| Aviation | 712,926 | 11 | % | 639,739 | |||||
| Percentage of Total Net Sales | 14 | % | 14 | % | |||||
| Marine | 885,704 | 8 | % | 821,933 | |||||
| Percentage of Total Net Sales | 17 | % | 18 | % | |||||
| Auto OEM | 504,324 | 13 | % | 444,871 | |||||
| Percentage of Total Net Sales | 10 | % | 10 | % | |||||
| Total | $ | 5,120,564 | 14 | % | $ | 4,474,342 |
Net sales increased 14% for the 39-week period ended September 27, 2025 when compared to the year-ago period. Total unit sales in the first three quarters of 2025 increased by approximately 10% to 14,547 when compared to total unit sales of 13,165 in the first three quarters of 2024, which differs from the percent increase in revenue primarily due to shifts in segment and product mix. Fitness was the largest portion of our revenue mix in the first three quarters of 2025 at 31%, while outdoor was the largest portion of our revenue mix in the first three quarters of 2024 at 30%.
The increase in fitness revenue was driven by strong demand for advanced wearables. Outdoor revenue increased primarily due to growth in adventure watches. The increase in aviation revenue was driven by sales growth in OEM and aftermarket product categories. The increase in marine revenue was driven by sales growth across multiple product categories, led by chartplotters. Auto OEM revenue increased primarily due to growth in domain controllers.
Gross Profit
| Gross Profit | 39-Weeks Ended<br>September 27, 2025 | Year-over-Year Change | 39-Weeks Ended<br>September 28, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 947,661 | 31 | % | $ | 723,375 | |||
| Percentage of Segment Net Sales | 60 | % | 59 | % | |||||
| Outdoor | 936,713 | 6 | % | 885,646 | |||||
| Percentage of Segment Net Sales | 66 | % | 66 | % | |||||
| Aviation | 534,082 | 12 | % | 478,131 | |||||
| Percentage of Segment Net Sales | 75 | % | 75 | % | |||||
| Marine | 496,509 | 10 | % | 449,472 | |||||
| Percentage of Segment Net Sales | 56 | % | 55 | % | |||||
| Auto OEM | 83,078 | 4 | % | 80,006 | |||||
| Percentage of Segment Net Sales | 16 | % | 18 | % | |||||
| Total | $ | 2,998,043 | 15 | % | $ | 2,616,630 | |||
| Percentage of Total Net Sales | 59 | % | 58 | % |
Gross profit dollars in the first three quarters of 2025 increased 15%, primarily due to the increase in net sales when compared to the year-ago period, as described above. Consolidated gross margin as a percent of net sales was relatively flat when compared to the year-ago period.
The marine gross margin percentage increase of 140 basis points was primarily attributable to favorable product mix. The fitness, outdoor, and aviation gross margin percentages were relatively flat when compared to the year-ago period. The auto OEM gross margin percentage decrease of 150 basis points was primarily attributable to an increase in accrued warranty costs associated with prior period sales.
Operating Expense
| Operating Expense | 39-Weeks Ended<br>September 27, 2025 | Year-over-Year Change | 39-Weeks Ended<br>September 28, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Research and development expense | $ | 831,247 | 13 | % | $ | 734,848 | |||
| Percentage of Total Net Sales | 16 | % | 16 | % | |||||
| Selling, General and administrative expenses | 904,874 | 13 | % | 803,869 | |||||
| Percentage of Total Net Sales | 18 | % | 18 | % | |||||
| Total | $ | 1,736,121 | 13 | % | $ | 1,538,717 | |||
| Percentage of Total Net Sales | 34 | % | 34 | % |
Total operating expense in the first three quarters of 2025 increased 13% in absolute dollars and was relatively flat as a percent of revenue when compared to the year-ago period. Operating expense, as a percent of segment net sales, decreased in the fitness, aviation, and auto OEM segments when compared to the year-ago period by 230 basis points, 110 basis points, and 110 basis points, respectively, due to the increase in sales and greater leverage of expenses. Operating expense, as a percent of segment net sales, increased in the outdoor and marine segments by 110 basis points and 140 basis points, respectively, when compared to the year-ago period due to expenses growing more than sales.
Research and development expense increased 13% in absolute dollars when compared to the year-ago period. The absolute dollar expense increase was primarily due to higher engineering personnel-related expenses.
Selling, general and administrative expense increased 13% in absolute dollars when compared to the year-ago period. The absolute dollar expense increase was primarily due to higher personnel-related expenses.
Operating Income
| Operating Income (Loss) | 39-Weeks Ended<br>September 27, 2025 | Year-over-Year Change | 39-Weeks Ended<br>September 28, 2024 | ||||||
|---|---|---|---|---|---|---|---|---|---|
| Fitness | $ | 468,943 | 45 | % | $ | 323,511 | |||
| Percentage of Segment Net Sales | 29 | % | 26 | % | |||||
| Outdoor | 456,402 | 1 | % | 451,408 | |||||
| Percentage of Segment Net Sales | 32 | % | 34 | % | |||||
| Aviation | 172,508 | 17 | % | 146,899 | |||||
| Percentage of Segment Net Sales | 24 | % | 23 | % | |||||
| Marine | 199,181 | 7 | % | 185,422 | |||||
| Percentage of Segment Net Sales | 22 | % | 23 | % | |||||
| Auto OEM | (35,112 | ) | NM | (29,327 | ) | ||||
| Percentage of Segment Net Sales | (7 | %) | (7 | %) | |||||
| Total | $ | 1,261,922 | 17 | % | $ | 1,077,913 | |||
| Percentage of Total Net Sales | 25 | % | 24 | % |
NM - Represents that the percentage change is not meaningful.
Total operating income in the first three quarters of 2025 increased 17% in absolute dollars and was relatively flat as a percent of revenue when compared to the year-ago period. The improved operating income dollar performance in fitness, outdoor, aviation, and marine was partially offset by a decrease in auto OEM.
Other Income (Expense)
| Other Income (Expense) | 39-Weeks Ended<br>September 27, 2025 | 39-Weeks Ended<br>September 28, 2024 | ||
|---|---|---|---|---|
| Interest income | $ | 94,316 | $ | 83,143 |
| Foreign currency gains | 21,582 | 15,584 | ||
| Other income | 1,329 | 2,623 | ||
| Total | $ | 117,227 | $ | 101,350 |
The average interest returns on cash and investments during the 39-week periods ended September 27, 2025 and September 28, 2024 were 3.2% and 3.3%, respectively.
Foreign currency gains and losses for the Company are driven by movements of a number of currencies in relation to the U.S. Dollar. The Taiwan Dollar is the functional currency of Garmin Corporation, the Euro is the functional currency of several subsidiaries, and the U.S. Dollar is the functional currency of Garmin (Europe) Ltd., although some transactions and balances are denominated in British Pounds. Other notable currency exposures include the Australian Dollar and Polish Zloty. The majority of the Company’s consolidated foreign currency gain or loss is typically driven by the significant cash and marketable securities, receivables and payables held in a currency other than the functional currency at a given legal entity.
The $21.6 million currency gain recognized in the 39-week period ended September 27, 2025 was primarily due to the U.S. Dollar weakening against the Euro and British Pound Sterling, partially offset by the U.S. Dollar weakening against the Taiwan Dollar, within the 39-week period ended September 27, 2025. During this period, the U.S. Dollar weakened 12.2% against the Euro and 6.5% against the British Pound Sterling, resulting in gains of $46.5 million and $2.9 million, respectively, while the U.S. Dollar weakened 7.8% against the Taiwan Dollar, resulting in a loss of $35.1 million. The remaining net currency gain of $7.3 million was related to the impacts of other currencies, each of which was individually immaterial.
The $15.6 million currency gain recognized in the 39-week period ended September 28, 2024 was primarily due to the U.S. Dollar strengthening against the Taiwan Dollar within the 39-week period ended September 28, 2024. During this period, the U.S. Dollar strengthened 2.8% against the Taiwan Dollar, resulting in a gain of $19.6 million. The remaining net currency loss of $4.0 million was related to the impacts of other drivers, each of which was individually immaterial.
Income Tax Provision
The Company recorded income tax expense of $243.9 million in the first three quarters of 2025, compared to income tax expense of $203.6 million in the first three quarters of 2024. The effective tax rate was 17.7% in the first three quarters of 2025, compared to 17.3% in the first three quarters of 2024. The increase in the effective tax rate in the current period was primarily driven by the U.S. tax legislation enacted during the current quarter, which, among other things, changed capitalization requirements of certain research and development costs, resulting in a decrease in certain expected U.S. tax deductions and credits.
Net Income
As a result of the above, net income for the 39-week period ended September 27, 2025 was $1,135.2 million compared to $975.7 million for the 39-week period ended September 28, 2024, an increase of $159.5 million.
Liquidity and Capital Resources
We primarily use cash flow from operations, and expect that future cash requirements may be used, to fund our capital expenditures, support our working capital requirements, pay dividends, fund share repurchases, and fund strategic acquisitions. We believe that our existing cash balances and cash flow from operations will be sufficient to meet our short- and long-term projected working capital needs, capital expenditures, and other cash requirements.
Cash, Cash Equivalents, and Marketable Securities
As of September 27, 2025, we had approximately $3.9 billion of cash, cash equivalents and marketable securities. Management invests idle or surplus cash in accordance with the Company's investment policy, which has been approved by the Company’s Board of Directors. The investment policy’s primary objectives are to preserve capital, maintain an acceptable degree of liquidity, and maximize yield within the constraint of low credit risk. Garmin’s average interest rate returns on cash and investments during the first three quarters of 2025 and 2024 were 3.2% and 3.3%, respectively. The fair value of our securities varies from period to period due to changes in interest rates, the performance of the underlying collateral, and the credit performance of the underlying issuer, among other factors. See Note 4 – Marketable Securities in the Notes to the Condensed Consolidated Financial Statements for additional information regarding marketable securities.
Cash Flows
Cash provided by operating activities totaled $1,079.6 million for the first three quarters of 2025, compared to $948.6 million for the first three quarters of 2024. The increase was primarily due to an increase in cash received from customers primarily driven by higher net sales, partially offset by increases in cash paid for cost of goods sold and operating expenses and a strategic increase in inventory in the first three quarters of 2025 compared to the first three quarters of 2024.
Cash used in investing activities totaled $513.8 million for the first three quarters of 2025, compared to $190.8 million for the first three quarters of 2024. The increase was primarily due to an increase in cash used for acquisitions, an increase in net purchases of marketable securities, and an increase in purchases of property and equipment in the first three quarters of 2025 compared to the first three quarters of 2024.
Cash used in financing activities totaled $625.5 million for the first three quarters of 2025, compared to $449.4 million for the first three quarters of 2024. This increase was primarily due to higher purchases of treasury shares under the share repurchase plan, higher cash dividend payments, and an increase in the purchase of treasury shares related to equity awards in the first three quarters of 2025 compared to the first three quarters of 2024.
Use of Cash
Operating Leases
The Company has lease arrangements for certain real estate properties, vehicles, and equipment. Leased properties are typically used for office space, distribution, data centers, and retail. As of September 27, 2025, the Company had fixed lease payment obligations of $222.7 million, with $42.8 million payable within 12 months.
Inventory Purchase Obligations
The Company obtains various raw materials and components for its products from a variety of third party suppliers. The Company’s inventory purchase obligations are primarily noncancelable commitments. As of September 27, 2025, the Company had inventory purchase obligations of $922.8 million, with $683.1 million payable within 12 months.
Other Purchase Obligations
The Company’s other purchase obligations primarily consist of noncancelable commitments for capital expenditures and other indirect purchases in connection with conducting our business. As of September 27, 2025, the Company had other purchase obligations of $375.6 million, with $173.7 million payable within 12 months.
Other Uses of Cash
The Company estimates net cash outlays for income taxes in 2025 will be lower than previously anticipated, primarily as a result of the U.S. tax legislation enacted during the current quarter, which changed capitalization requirements of certain research and development costs.
Critical Accounting Policies and Estimates
General
Our discussion and analysis of financial condition and results of operations are based upon the Company’s condensed consolidated financial statements, which have been prepared in accordance with accounting principles generally accepted in the United States. The presentation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, revenues and expenses, and related disclosure of contingent assets and liabilities. On an on-going basis, we evaluate our estimates, including those related to customer sales programs and incentives, product returns, bad debts, inventories, investments, intangible assets, income taxes, warranty obligations, and contingencies and litigation. We base our estimates on historical experience and various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions.
For a description of the significant accounting policies and methods used in the preparation of the Company’s condensed consolidated financial statements, refer to Note 1, “Summary of Significant Accounting Policies” in the Notes to the Consolidated Financial Statements in Part II, Item 8 and “Critical Accounting Policies and Estimates” in Part II, Item 7 of the Company’s Annual Report on Form 10-K for the fiscal year ended December 28, 2024. There were no significant changes to the Company’s critical accounting policies and estimates in the 13-week and 39-week periods ended September 27, 2025.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There are numerous market risks that can affect our future business, financial condition and results of operations. In addition to the other information set forth in this report, you should carefully consider the factors discussed in Part II, Item 7A, "Quantitative and Qualitative Disclosures About Market Risk” in our Annual Report on Form 10-K for the fiscal year ended December 28, 2024. There have been no material changes during the 13-week and 39-week periods ended September 27, 2025 in the risks described in our Annual Report on Form 10-K related to market sensitivity, inflation, foreign currency exchange rate risk and interest rate risk.
Item 4. Controls and Procedures
(a) Evaluation of disclosure controls and procedures. The Company maintains a system of disclosure controls and procedures that are designed to provide reasonable assurance that information, which is required to be timely disclosed, is accumulated and communicated to management in a timely fashion. A control system, no matter how well conceived and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. As of September 27, 2025, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, of the effectiveness of the Company’s disclosure controls and procedures. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded as of September 27, 2025 that our disclosure controls and procedures were effective such that the information relating to the Company, required to be disclosed in our Securities and Exchange Commission (SEC) reports (i) is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and (ii) is accumulated and communicated to the Company’s management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.
(b) Changes in internal control over financial reporting. There has been no change in the Company’s internal controls over financial reporting that occurred during the Company’s fiscal quarter ended September 27, 2025 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Issuer Purchases of Equity Securities
Share repurchase activity during the 13-week period ended September 27, 2025, summarized on a trade-date basis, was as follows (in thousands, except per share amounts):
| Period | Total Number of Shares Purchased (1) | Average Price Paid Per Share (2) | Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs | Approximate Dollar Value of Shares That May Yet Be Purchased Under the Program | ||||
|---|---|---|---|---|---|---|---|---|
| June 29, 2025 - July 26, 2025 | 49 | $ | 219.68 | 49 | $ | 132,639 | ||
| July 27, 2025 - August 23, 2025 | 50 | $ | 230.04 | 50 | $ | 121,136 | ||
| August 24, 2025 - September 27, 2025 | 60 | $ | 237.20 | 60 | $ | 106,904 | ||
| Total | 159 | 159 |
(1) The Board of Directors approved a share repurchase program on February 16, 2024 (the "2024 Program"), which was announced on February 21, 2024. The 2024 Program authorizes the Company to purchase up to $300 million of its common shares, exclusive of the cost of any associated excise tax. Share repurchases may be made in the open market or in privately negotiated transactions, including under plans complying with the provisions of Rule 10b5-1 and Rule 10b-18 of the Securities Exchange Act of 1934, as amended. The timing and volume of share repurchases are subject to market conditions, business conditions and applicable laws, and are at management’s discretion. The 2024 Program does not require the purchase of any minimum number of shares and may be suspended or discontinued at any time. The 2024 Program expires on December 26, 2026. Refer to Note 9 – Stockholders’ Equity in the Notes to the Condensed Consolidated Financial Statements for additional information related to share repurchases.
(2) Average price paid per share includes costs associated with the repurchases, except for the cost of any associated excise tax.
Item 3. Defaults Upon Senior Securities
None.
Item 4. Mine Safety Disclosures
Not applicable.
Item 5. Other Information
(c) Trading Plans
During the 13-week period ended September 27, 2025, no directors or officers (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) of the Company adopted or terminated any “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K, except as follows:
- On August 1, 2025, Patrick Desbois, Co-Chief Operating Officer, adopted a new written trading plan intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act for the potential sale of 100% of the net shares (net of tax withholding) resulting from the maximum potential equity awards vesting of 18,443 gross shares of our common shares during the plan period, subject to certain conditions. The first trade date will not occur until December 15, 2025 at the earliest, and the plan's maximum duration is until March 4, 2026.
Item 6. Exhibits
* Management contract or compensatory plan or arrangement pursuant to 601(b)(10)(iii)(A) of Regulation S-K.
‡ Filed herewith.
† Furnished herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| GARMIN LTD. | |
|---|---|
| By | /s/ Douglas G. Boessen |
| Douglas G. Boessen | |
| Chief Financial Officer | |
| (Principal Financial Officer and | |
| Principal Accounting Officer) |
Dated: October 29, 2025
EX-10.1
EXHIBIT 10.1
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on October 25, 2024 RESTRICTED STOCK UNIT AWARD AGREEMENT
(For Swiss Grantees)
To: _______________________ (“you” or the “Grantee”)
Date of Grant: _______________________
Notice of Grant:
You have been granted restricted stock units (“RSUs”) relating to the shares, USD $0.10 par value per share, of Garmin Ltd. (“Shares”), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on October 25, 2024 (the “Plan”) and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
| Number of RSUs Granted | Dates Payable | Date Grantee Must Be<br><br>Employed To Receive Award |
|---|---|---|
| __________ Shares | __________, 20__ | ______________, 20__ |
| __________ Shares | __________, 20__ | ______________, 20__ |
| __________ Shares | __________, 20__ | ______________, 20__ |
In order to fully understand your rights under the Plan (a copy of which is attached) and the Award Agreement (the “Award Agreement”), attached as Exhibit A, you are encouraged to read the Plan and this document carefully. Please refer to the Plan document for the definition of capitalized terms used in this Agreement.
By accepting these RSUs, you are also agreeing to be bound by Exhibit A, including the restrictive covenants in Section 6 of Exhibit A.
GARMIN LTD.
By: _________________________
Name: Clifton A. Pemble
Title: President and CEO
Grantee: __________________________
Date:______________________
EXHIBIT A
AGREEMENT:
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration paid by the Grantee to the Company, the Grantee and the Company agree as follows:
- Incorporation of Plan
All provisions of this Award Agreement and the rights of the Grantee hereunder are subject in all respects to the provisions of the Plan and the powers of the Board therein provided. Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in the Plan.
- Grant of RSUs
As of the Date of Grant identified above, the Company grants to you, subject to the terms and conditions set forth herein and in the Plan, the opportunity to receive that number of unrestricted Shares identified below the heading “Number of RSUs Granted” on the Notice of Grant (the “RSUs”). Provided you are employed (and at all times since the Date of Grant have been employed) by the Company or a Subsidiary on a Full-Time Basis (which, for purposes of this Award Agreement, means regularly scheduled to work 30 hours or more per week) and unless your right to receive the RSUs has been forfeited pursuant to Section 3 below, then (subject to Section 12 below) you will be paid a number of unrestricted Shares equal to the aggregate number of your remaining RSUs on the dates above identified below the heading “Dates Payable” on the Notice of Grant. If a date under “Dates Payable” is a Saturday or Sunday or any other non-business day, then you will be paid the Shares payable on that date on the next business day. 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.
- Effect of Termination of Affiliation or Cessation as Full-Time Employee
If you have a Termination of Affiliation or cease to be employed on a Full-Time Basis for any reason, including termination by the Company with or without Cause, voluntary resignation, change in employment status from full-time to part-time, death, or Disability, the effect of such Termination of Affiliation or ceasing to be employed on a Full-Time Basis on all or any portion of the RSUs is as provided below.
If you have a Termination of Affiliation on account of death or Disability, 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;
If you have 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 your RSUs that were forfeitable shall thereupon become nonforfeitable and the Company shall immediately settle all RSUs by delivery to you a number of unrestricted Shares equal to the aggregate number of your remaining RSUs;
If you have a Termination of Affiliation for Cause or for any reason other than for, death or Disability, or under the circumstances described in immediately above in Section 3(b), your RSUs, to the extent forfeitable immediately before such Termination of Affiliation and to the extent permitted by the applicable Swiss law, shall thereupon automatically be forfeited and you shall have no further rights under this Award Agreement;
If you cease to be employed on a Full-Time Basis for any reason other than for death or Disability, your RSUs, to the extent forfeitable immediately before such cessation of employment on a Full-Time Basis and to the extent permitted by applicable Swiss law, shall thereupon automatically be forfeited and you shall have no further rights under this Award Agreement.
Investment Intent
The Grantee agrees that the Shares acquired pursuant to the vesting of one or more tranches of RSUs shall be acquired for his/her own account for investment only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933 (the “1933 Act”) or other applicable securities laws. The Company may, but in no event shall be required to, bear any expenses of complying with the 1933 Act, other applicable securities laws or the rules and regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification, or transfer, as the case may be, of this Award Agreement or any Shares acquired hereunder. The foregoing restrictions on the transfer of the Shares shall be inoperative if (a) the Company previously shall have been furnished with an opinion of counsel, satisfactory to it, to the effect that such transfer will not involve any violation of the 1933 Act and other applicable securities laws or (b) the Shares shall have been duly registered in compliance with the 1933 Act and other applicable state or federal securities laws. If this Award Agreement, or the Shares subject to this Award Agreement, are so registered under the 1933 Act, the Grantee agrees that he will not make a public offering of the said Shares except on a national securities exchange on which the shares of the Company are then listed.
- Nontransferability of RSUs
No rights under this Award Agreement relating to the RSUs may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, including, unless specifically approved by the Company, any purported transfer to a current spouse or former spouse in connection with a legal separation or divorce proceeding. All rights with respect to the RSUs granted to the Grantee shall be available during his or her lifetime only to the Grantee.
- Restrictive Covenants
As a condition of this Award Agreement, the Grantee's right to the RSUs, and in addition to any restrictive agreements the Grantee may have entered into with the Company, the Grantee accepts and agrees to be bound as follows:
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 (i) as required by law, or (ii) to the Grantee's legal and financial advisors who agree to be bound by this Paragraph 6(a).
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 6(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.
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.
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.
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 6(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.
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.
Remedy. The Grantee acknowledges the consideration provided herein (absent the Grantee's agreement to this Section 6) 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 6, 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 Award Agreement and all of Grantee's right hereunder 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 upon vesting of any RSUs 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 vesting of any RSUs (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.
Status of the Grantee
The Grantee shall not be deemed a shareholder of the Company with respect to any of the Shares subject to this Award Agreement until such time as the underlying Shares shall have been issued to him or her. The Company shall not be required to issue or transfer any Shares pursuant to this Award Agreement until all applicable requirements of law have been complied with and such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed. Grantee (i) is not entitled to receive any dividends or dividend equivalents, whether such dividends would be paid in cash or in kind, or receive any other distributions made with respect to the RSUs and (ii) does not have nor may he or she exercise any voting rights with respect to any of the RSUs, in both cases (i) and (ii) above, unless and until the actual Shares underlying the RSUs have been delivered pursuant to this Award Agreement.
- No Effect on Capital Structure
This Award Agreement shall not affect the right of the Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.
- Adjustments
Notwithstanding any provision herein to the contrary, in the event of any change in the number of outstanding Shares effected without receipt of consideration therefor by the Company, by reason of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split, share combination or other change in the corporate structure of the Company affecting the Shares, the aggregate number and class of Shares subject to this Award Agreement shall be automatically adjusted to accurately and equitably reflect the effect thereon of such change; provided, however, that any fractional share resulting from such adjustment shall be eliminated. In the event of a dispute concerning such adjustment, the decision of the Board shall be conclusive.
- Amendments
This Award Agreement may be amended only by a writing executed by the Company and the Grantee which specifically states that it is amending this Award Agreement; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided therein. Except as otherwise provided in the Plan, no such amendment shall materially adversely affect the Grantee's rights under this Award Agreement without the Grantee's consent.
- Board Authority
Any questions concerning the interpretation of this Award Agreement, any adjustments required to be made under Sections 9 or 10 of this Award Agreement, and any controversy which arises under this Award Agreement shall be settled by the Board in its sole discretion.
- Withholding
At the time the RSUs are delivered to you pursuant to this Award Agreement, the Company will be obligated to pay withholding and social taxes on your behalf. Accordingly, the Company shall have the power to withhold, or require you to remit to the Company, an amount sufficient to satisfy any such federal, state, local or foreign withholding tax or social tax requirements. At the Company's discretion, withholding may be taken from other compensation payable to you or may be satisfied by reducing the number of RSUs deliverable to you. If the Company elects to reduce the number of RSUs deliverable to you and less than the full value of an RSU is needed to satisfy any applicable withholding taxes, the Company will distribute to you the value of the remaining fractional share in cash in an amount equal to the Fair Market Value of a Share as of the Settlement Date multiplied by the remaining fractional RSU.
- Notice
Whenever any notice is required or permitted hereunder, such notice must be given in writing by (a) personal delivery, or (b) expedited, recognized delivery service with proof of delivery, or (c) United States Mail, postage prepaid, certified mail, return receipt requested, or (d) telecopy or email
(provided that the telecopy or email is confirmed). Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date which it was personally delivered, sent to the intended addressee, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company or the Grantee may change, at any time and from time to time, by written notice to the other, the address specified for receiving notices. Until changed in accordance herewith, the Company's address for receiving notices shall be Garmin Ltd., Attention: General Counsel, Mühlentalstrasse 2, 8200 Schaffhausen, Switzerland. Unless changed, the Grantee's address for receiving notices shall be the last known address of the Grantee on the Company's records. It shall be the Grantee's sole responsibility to notify the Company as to any change in his or her address. Such notification shall be made in accordance with this Section 13.
- Severability
If any part of this Award 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 Award Agreement not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible while remaining lawful and valid. Additionally, if any of the covenants in Section 6 are determined by a court to be unenforceable in whole or in part because of such covenant's duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision as the case may be, so as to cause such covenant, as so modified, to be enforceable.
- Binding Effect
This Award Agreement shall bind, and, except as specifically provided herein, shall inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.
- Governing Law and Jurisdiction
This Award Agreement and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Kansas without giving effect to the principles of the Conflict of Laws to the contrary. 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.
EX-10.2
EXHIBIT 10.2
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN
as amended and restated on October 25, 2024 RESTRICTED STOCK UNIT AWARD AGREEMENT
(For Canadian Grantees)
To: _______________________ (“you” or the “Grantee”)
Date of Grant: _______________________
Notice of Grant:
You have been granted restricted stock units (“RSUs”) relating to the registered shares, USD $0.10 par value per share, of Garmin Ltd. (“Shares”) subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated effective October 25, 2024 (the “Plan”) and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
| Number of RSUs Granted | Dates Payable | Date Grantee Must Be<br><br>Employed To Receive Award |
|---|---|---|
| __________ Shares | __________, 20__ | ______________, 20__ |
| __________ Shares | __________, 20__ | ______________, 20__ |
| __________ Shares | __________, 20__ | ______________, 20__ |
In order to fully understand your rights under the Plan (a copy of which is attached) and the Award Agreement (the “Award Agreement”), attached as Exhibit A, you are encouraged to read the Plan and this document carefully. Please refer to the Plan document for the definition of capitalized terms used in this Agreement.
To properly accept these RSUs, you must click the “Accept” button. Acceptances shall be made electronically within ten (10) days of your receipt of this Notice and Award Agreement. By accepting these RSUs, you are also agreeing to be bound by Exhibit A, including the restrictive covenants in Section 6 of Exhibit A.
GARMIN LTD.
By:
Name: Clifton A. Pemble
Title: President and CEO
EXHIBIT A
AGREEMENT:
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration paid by the Grantee to the Company, the Grantee and the Company agree as follows:
- Incorporation of Plan
All provisions of this Award Agreement and the rights of the Grantee hereunder are subject in all respects to the provisions of the Plan and the powers of the Board therein provided. Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in the Plan.
- Grant of Restricted Stock Units
As of the Date of Grant identified above, the Company grants to you, subject to the terms and conditions set forth herein and in the Plan, the opportunity to receive that number of unrestricted Shares identified below the heading “Number of RSUs Granted” on the Notice of Grant (the “RSUs”). Provided you are employed (and at all times since the Date of Grant have been employed) by the Company or a Subsidiary on a Full-Time Basis (which, for purposes of this Award Agreement, means regularly scheduled to work 30 hours or more per week) and unless your right to receive the RSUs has been forfeited pursuant to Section 3 below, then (subject to Section 12 below) you will be paid a number of unrestricted Shares equal to the aggregate number of your remaining RSUs on the dates above identified below the heading “Dates Payable” on the Notice of Grant. If a date under “Dates Payable” is a Saturday or Sunday or any other non-business day, then the Shares payable to you on that date will be paid to you on the next business day. 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.
- Effect of Termination of Affiliation or Cessation as Full-Time Employee
If you have a Termination of Affiliation or cease to be employed on a Full-Time Basis for any reason, including termination by the Company with or without Cause (as defined below in this Section 3) voluntary resignation, change in employment status from full-time to part-time, death, or Disability, the effect of such Termination of Affiliation or ceasing to be employed on a Full-Time Basis on all or any portion of the RSUs is as provided below.
If you have a Termination of Affiliation on account of death or Disability, 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;
If you have 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 your RSUs that were forfeitable shall thereupon
become nonforfeitable and the Company shall immediately settle all RSUs by delivery to you a number of unrestricted Shares equal to the aggregate number of your remaining RSUs;
If you have a Termination of Affiliation for Cause or for any reason other than for, death or Disability, or under the circumstances described in immediately above in Section 3(b), 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;
If you cease to be employed on a Full-Time Basis for any reason other than for death or Disability, your RSUs, to the extent forfeitable immediately before such cessation of employment on a Full-Time Basis, shall thereupon automatically be forfeited and you shall have no further rights under this Award Agreement;
Notwithstanding the definition of “Cause” set forth in the Plan, for purposes of this Award Agreement, the term “Cause” means, without in any way limiting its definition under common law (which is expressly included in this definition), any improper conduct by you which is materially detrimental to the Company or any Subsidiary including, but not limited to:
Your conviction of, or a plea of guilty to, any indictable offence or other crime that involves fraud, dishonesty or moral turpitude;
Any willful action or omission by you which would constitute grounds for immediate dismissal under the employment policies of the Company or the Subsidiary by which you are employed, including but not limited to intoxication with alcohol or illegal drugs while on the premises on the Company or any Subsidiary, or any violation of applicable sexual harassment laws or the internal sexual harassment policy of the Company or the Subsidiary by which you are employed;
Your habitual neglect of duties, including but not limited to, repeated unauthorized absences from work without reasonable excuse; or
Your willful or intentional material misconduct in the performance of your duties that results in financial detriment to the Company or any Subsidiary.
Investment Intent
The Grantee agrees that the Shares acquired pursuant to the vesting of one or more tranches of RSUs shall be acquired for his/her own account for investment only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933 (the “1933 Act”) or other applicable securities laws. If the Board so determines, any share certificates issued pursuant to this Award Agreement shall bear a legend to the effect that the Shares have been so acquired. The Company may, but in no event shall be required to, bear any expenses of complying with the 1933 Act, other applicable securities laws or the rules and regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification, or transfer, as the case may be, of this Award Agreement or any Shares acquired hereunder. The foregoing restrictions on the transfer of the Shares shall be inoperative if (a) the Company previously shall have been furnished with an opinion of counsel, satisfactory to it, to the effect that such transfer will not involve any violation of the 1933 Act and other applicable securities laws or (b) the Shares shall have been duly registered in compliance with the 1933 Act and other
applicable state or federal securities laws. If this Award Agreement, or the Shares subject to this Award Agreement, are so registered under the 1933 Act, the Grantee agrees that he will not make a public offering of the said Shares except on a national securities exchange on which the common shares of the Company are then listed.
The Grantee also acknowledges and agrees that the Shares acquired pursuant to the vesting of one or more tranches of RSUs will not be able to be transferred or resold in Canada pursuant to the securities legislation of the Provinces and Territories of Canada except in accordance with limited exemptions under applicable securities legislation and regulatory policy and compliance with the other requirements of applicable law.
- Nontransferability of RSUs
No rights under this Award Agreement relating to the RSUs may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, including, unless specifically approved by the Company, any purported transfer to a current spouse or former spouse in connection with a legal separation or divorce proceeding. All rights with respect to the RSUs granted to the Grantee shall be available during his or her lifetime only to the Grantee.
- Restrictive Covenants
As a condition of this Award Agreement, the Grantee's right to the RSUs, and in addition to any restrictive agreements the Grantee may have entered into with the Company, the Grantee accepts and agrees to be bound as follows:
- 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 (i) as required by law, or (ii) to the Grantee's legal and financial advisors who agree to be bound by this Paragraph 6(a).
- 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, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in (whether as a shareholder, partner, member, director, officer, employee, agent, consultant, or in any other capacity) any company or organization with activities, products or services involving:
- Personal and team activity monitoring systems, including speed, distance and cadence monitoring systems, motion analysis systems and associated watch displays and other displays and heart rate monitoring systems and associated watch displays and other displays and prosthetics monitoring and control systems; or
- Wireless communications systems and protocols designed for low power applications;
in any province, state or country in which the Company or any Subsidiary conducts business (or, to the knowledge of the Grantee any additional location in which the Company or any Subsidiary intends to conduct business).
Nothing in this Section 6(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.
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.
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.
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 6(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.
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.
Remedy. The Grantee acknowledges the consideration provided herein (absent the Grantee's agreement to this Section 6) 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 6, 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 Award Agreement and all of Grantee's right hereunder 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 upon vesting of any RSUs 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 vesting of any RSUs (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.
Status of the Grantee
The Grantee shall not be deemed a shareholder of the Company with respect to any of the Shares subject to this Award Agreement until such time as the underlying Shares shall have been issued to him or her. The Company shall not be required to issue or transfer any certificates for Shares pursuant to this Award Agreement until all applicable requirements of law have been complied with and such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed. Grantee (i) is not entitled to receive any dividends or dividend equivalents, whether such dividends would be paid in cash or in kind, or receive any other distributions made with respect to the RSUs and (ii) does not have nor may he or she exercise any voting rights with respect to any of the RSUs, in both cases (i) and (ii) above, unless and until the actual Shares underlying the RSUs have been delivered pursuant to this Award Agreement.
- No Effect on Capital Structure
This Award Agreement shall not affect the right of the Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.
- Adjustments
Notwithstanding any provision herein to the contrary, in the event of any change in the number of outstanding Shares effected without receipt of consideration therefor by the Company, by reason of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split, share combination or other change in the corporate structure of the Company affecting the Shares, the aggregate number and class of Shares subject to this Award Agreement shall be automatically adjusted to accurately and equitably reflect the effect thereon of such change; provided, however, that any fractional share resulting from such adjustment shall be eliminated. In the event of a dispute concerning such adjustment, the decision of the Board shall be conclusive.
- Amendments
This Award Agreement may be amended only by a writing executed by the Company and the Grantee which specifically states that it is amending this Award Agreement; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided therein. Except as otherwise provided in the Plan, no such amendment shall materially adversely affect the Grantee's rights under this Award Agreement without the Grantee's consent.
- Board Authority
Any questions concerning the interpretation of this Award Agreement, any adjustments required to be made under Sections 9 or 10 of this Award Agreement, and any controversy which arises under this Award Agreement shall be settled by the Board in its sole discretion.
- Withholding
Notwithstanding Article 14 of the Plan, this Section 12 will apply to the Company's withholding obligations related to this Award Agreement. At the time the RSUs are delivered to you pursuant to this Award Agreement, the Company will be obligated to pay withholding taxes on your behalf. Accordingly, and at the Company's discretion, such Federal, Provincial, local or foreign withholding tax requirements may be satisfied by you providing specific written authorization to deduct, from any earnings owed or accruing to you, the appropriate sum of money required for such withholding or remittance or, at the Company's discretion, such withholdings may be satisfied by reducing the number of RSUs delivered to you. In the event of your neglect or refusal to provide the Company with your personal authorization in writing to deduct the appropriate withholdings from your earnings, the Company shall have no obligation to deliver the relevant RSUs to you. If the Company reduces the number of RSUs deliverable to you and less than the full value of an RSU is needed to satisfy any applicable withholding taxes, the Company will distribute to you the value of the remaining fractional share in cash in an amount equal to the Fair Market Value of a Share as of the Settlement Date multiplied by the remaining fractional RSU.
- Notice
Whenever any notice is required or permitted hereunder, such notice must be given in writing by (a) personal delivery, or (b) expedited, recognized delivery service with proof of delivery, or (c) United States Mail, postage prepaid, certified mail, return receipt requested, or (d) telecopy or email (provided that the telecopy or email is confirmed). Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date which it was personally delivered, sent to the intended addressee, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company or the Grantee may change, at any time and from time to time, by written notice to the other, the address specified for receiving notices. Until changed in accordance herewith, the Company's address for receiving notices shall be Garmin Ltd., Attention: General Counsel, Mühlentalstrasse 2, 8200 Schaffhausen, Switzerland. Unless changed, the Grantee's address for receiving notices shall be the last known address of the Grantee on the Company's records. It shall be the Grantee's sole responsibility to notify the Company as to any change in his or her address. Such notification shall be made in accordance with this Section 13.
- Severability
If any part of this Award 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 Award Agreement not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible while remaining lawful and valid. Additionally, if any of the covenants in Section 6 are determined by a court to be unenforceable in whole or in part because of such covenant's duration or
geographical or other scope, such court shall have the power to modify the duration or scope of such provision as the case may be, so as to cause such covenant, as so modified, to be enforceable.
- Binding Effect
This Award Agreement shall bind, and, except as specifically provided herein, shall inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.
- Governing Law
This Award Agreement and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Kansas without giving effect to the principles of the Conflict of Laws to the contrary.
EX-10.3
EXHIBIT 10.3
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on October 25, 2024 RESTRICTED STOCK UNIT AWARD AGREEMENT
To: _______________________ (“you” or the “Grantee”)
Date of Grant: _______________________
Notice of Grant:
You have been granted restricted stock units (“RSUs”) relating to the shares, USD $0.10 par value per share, of Garmin Ltd. (“Shares”), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on October 25, 2024 (the “Plan”) and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:
| Number of RSUs Granted | Dates Payable | Date Grantee Must Be<br><br>Employed To Receive Award |
|---|---|---|
| __________ Shares | __________, 20__ | ______________, 20__ |
| __________ Shares | __________, 20__ | ______________, 20__ |
| __________ Shares | __________, 20__ | ______________, 20__ |
In order to fully understand your rights under the Plan (a copy of which is attached) and the Award Agreement (the “Award Agreement”), attached as Exhibit A, you are encouraged to read the Plan and this document carefully. Please refer to the Plan document for the definition of capitalized terms used in this Agreement.
By accepting these RSUs, you are also agreeing to be bound by Exhibit A, including the restrictive covenants in Section 6 of Exhibit A.
GARMIN LTD.
By:
Name: Clifton A. Pemble
Title: President and CEO
EXHIBIT A
AGREEMENT:
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration paid by the Grantee to the Company, the Grantee and the Company agree as follows:
- Incorporation of Plan
All provisions of this Award Agreement and the rights of the Grantee hereunder are subject in all respects to the provisions of the Plan and the powers of the Board therein provided. Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in the Plan.
- Grant of RSUs
As of the Date of Grant identified above, the Company grants to you, subject to the terms and conditions set forth herein and in the Plan, the opportunity to receive that number of unrestricted Shares identified below the heading “Number of RSUs Granted” on the Notice of Grant (the “RSUs”). Provided you are employed (and at all times since the Date of Grant have been employed) by the Company or a Subsidiary on a Full-Time Basis (which, for purposes of this Award Agreement, means regularly scheduled to work 30 hours or more per week) and unless your right to receive the RSUs has been forfeited pursuant to Section 3 below, then (subject to Section 12 below) you will be paid a number of unrestricted Shares equal to the aggregate number of your remaining RSUs on the dates above identified below the heading “Dates Payable” on the Notice of Grant. If a date under “Dates Payable” is a Saturday or Sunday or any other non-business day, then you will be paid the Shares payable on that date on the next business day. 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.
- Effect of Termination of Affiliation or Cessation as Full-Time Employee
If you have a Termination of Affiliation or cease to be employed on a Full-Time Basis for any reason, including termination by the Company with or without Cause, voluntary resignation, change in employment status from full-time to part-time, death, or Disability, the effect of such Termination of Affiliation or ceasing to be employed on a Full-Time Basis on all or any portion of the RSUs is as provided below.
If you have a Termination of Affiliation on account of death or Disability, 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;
If you have 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 your RSUs that were forfeitable shall thereupon become nonforfeitable and the Company shall immediately settle all RSUs by delivery to you a number of unrestricted Shares equal to the aggregate number of your remaining RSUs;
If you have a Termination of Affiliation for Cause or for any reason other than for, death or Disability, or under the circumstances described in immediately above in Section 3(b), 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;
If you cease to be employed on a Full-Time Basis for any reason other than for death or Disability, your RSUs, to the extent forfeitable immediately before such cessation of employment on a Full-Time Basis, shall thereupon automatically be forfeited and you shall have no further rights under this Award Agreement.
Investment Intent
The Grantee agrees that the Shares acquired pursuant to the vesting of one or more tranches of RSUs shall be acquired for his/her own account for investment only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933 (the “1933 Act”) or other applicable securities laws. The Company may, but in no event shall be required to, bear any expenses of complying with the 1933 Act, other applicable securities laws or the rules and regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification, or transfer, as the case may be, of this Award Agreement or any Shares acquired hereunder. The foregoing restrictions on the transfer of the Shares shall be inoperative if (a) the Company previously shall have been furnished with an opinion of counsel, satisfactory to it, to the effect that such transfer will not involve any violation of the 1933 Act and other applicable securities laws or (b) the Shares shall have been duly registered in compliance with the 1933 Act and other applicable state or federal securities laws. If this Award Agreement, or the Shares subject to this Award Agreement, are so registered under the 1933 Act, the Grantee agrees that he will not make a public offering of the said Shares except on a national securities exchange on which the shares of the Company are then listed.
- Nontransferability of RSUs
No rights under this Award Agreement relating to the RSUs may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, including, unless specifically approved by the Company, any purported transfer to a current spouse or former spouse in connection with a legal separation or divorce proceeding. All rights with respect to the RSUs granted to the Grantee shall be available during his or her lifetime only to the Grantee.
- Restrictive Covenants
In consideration of the RSUs granted to the Grantee under this Award Agreement and in addition to any other restrictive agreements the Grantee may have entered into with the Company, the Grantee accepts and agrees to be bound by the restrictive covenants set forth below in this Section 6, and acknowledges that these restrictive covenants are fair and reasonable in light of the Company’s
legitimate business interest in protecting the Company’s and its Subsidiaries’ trade secrets, other commercially sensitive business information, and their customer, employee, and other business relationships. The Grantee hereby agrees to the following restrictive covenants:
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 executive, managerial, professional, engineering, technical, business development, supply chain or sales services in the United States 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 competes with the Company in any of its operating segments. The Grantee expressly acknowledges that the Company and its United States Subsidiaries have a nationwide business and customer base in each of its operating segments. The Grantee expressly acknowledges and agrees that a nationwide restriction is reasonable under the circumstances and necessary in order to protect the legitimate business interests of the Company and its United States Subsidiaries. Nothing in this Section 6(a) 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 competitor of the Company or a Subsidiary.
Non-Solicitation of Customers, Suppliers, Business Partners and Vendors. During the Grantee's employment and until one year after the Grantee ceases being employed by the Company or any Subsidiary, the Grantee will not, either directly or indirectly through another business or person, solicit, or assist others in soliciting or attempting to solicit any customer, prospective customer, vendor, prospective vendor, supplier or business partner of the Company or Subsidiary with whom the Grantee had contact with during the last two years of Grantee’s employment..
Nonsolicitation of Employees. 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, hire, recruit, employ, or attempt to solicit, hire, recruit or employ, or facilitate any such acts by others, any person then currently employed by the Company or any Subsidiary.
No Application in Certain States or Jurisdictions. Sections 6(a), 6(b) and 6(c) do not apply to employment in California, Oklahoma or Minnesota or in any other state or jurisdiction where such provisions are prohibited by law.
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 6(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.
Remedies. The Grantee acknowledges that irreparable harm would result from any breach of this Section and that monetary damages alone 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 6, the Company and any Subsidiary shall be entitled to injunctive relief. 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 any breach of Grantee’s restrictive covenants in this Section 6.
Status of the Grantee
The Grantee shall not be deemed a shareholder of the Company with respect to any of the Shares subject to this Award Agreement until such time as the underlying Shares shall have been issued to him or her. The Company shall not be required to issue or transfer any Shares pursuant to this Award Agreement until all applicable requirements of law have been complied with and such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed. Grantee (i) is not entitled to receive any dividends or dividend equivalents, whether such dividends would be paid in cash or in kind, or receive any other distributions made with respect to the RSUs and (ii) does not have nor may he or she exercise any voting rights with respect to any of the RSUs, in both cases (i) and (ii) above, unless and until the actual Shares underlying the RSUs have been delivered pursuant to this Award Agreement.
- No Effect on Capital Structure
This Award Agreement shall not affect the right of the Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.
- Adjustments
Notwithstanding any provision herein to the contrary, in the event of any change in the number of outstanding Shares effected without receipt of consideration therefor by the Company, by reason of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split, share combination or other change in the corporate structure of the Company affecting the Shares, the aggregate number and class of Shares subject to this Award Agreement shall be automatically adjusted to accurately and equitably reflect the effect thereon of such change; provided, however, that any fractional share resulting from such adjustment shall be eliminated. In the event of a dispute concerning such adjustment, the decision of the Board shall be conclusive.
- Amendments
This Award Agreement may be amended only by a writing executed by the Company and the Grantee which specifically states that it is amending this Award Agreement; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided therein. Except as otherwise provided in the Plan, no such amendment shall materially adversely affect the Grantee's rights under this Award Agreement without the Grantee's consent.
- Board Authority
Any questions concerning the interpretation of this Award Agreement, any adjustments required to be made under Sections 9 or 10 of this Award Agreement, and any controversy which arises under this Award Agreement shall be settled by the Board in its sole discretion.
- Withholding
At the time the RSUs are delivered to you pursuant to this Award Agreement, the Company will be obligated to pay withholding and social taxes on your behalf. Accordingly, the Company shall have the power to withhold, or require you to remit to the Company, an amount sufficient to satisfy any such federal, state, local or foreign withholding tax or social tax requirements. At the Company's discretion, withholding may be taken from other compensation payable to you or may be satisfied by reducing the number of RSUs deliverable to you. If the Company elects to reduce the number of RSUs deliverable to you and less than the full value of an RSU is needed to satisfy any applicable withholding taxes, the Company will distribute to you the value of the remaining fractional share in cash in an amount equal to the Fair Market Value of a Share as of the Settlement Date multiplied by the remaining fractional RSU.
- Notice
Whenever any notice is required or permitted hereunder, such notice must be given in writing by (a) personal delivery, or (b) expedited, recognized delivery service with proof of delivery, or (c) United States Mail, postage prepaid, certified mail, return receipt requested, or (d) telecopy or email (provided that the telecopy or email is confirmed). Any notice required or permitted to be delivered hereunder shall be deemed to be delivered on the date which it was personally delivered, sent to the intended addressee, or, whether actually received or not, on the third business day after it is deposited in the United States mail, certified or registered, postage prepaid, addressed to the person who is to receive it at the address which such person has theretofore specified by written notice delivered in accordance herewith. The Company or the Grantee may change, at any time and from time to time, by written notice to the other, the address specified for receiving notices. Until changed in accordance herewith, the Company's address for receiving notices shall be Garmin Ltd., Attention: General Counsel, Mühlentalstrasse 2, 8200 Schaffhausen, Switzerland. Unless changed, the Grantee's address for receiving notices shall be the last known address of the Grantee on the Company's records. It shall be the Grantee's sole responsibility to notify the Company as to any change in his or her address. Such notification shall be made in accordance with this Section 13.
- Severability
If any part of this Award 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 Award
Agreement not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible while remaining lawful and valid. Additionally, if any of the covenants in Section 6 are determined by a court to be unenforceable in whole or in part because of such covenant's duration or geographical or other scope, such court shall modify the duration or scope of such provision as the case may be, so as to cause such covenant, as so modified, to be enforceable.
- Binding Effect
This Award Agreement shall bind, and, except as specifically provided herein, shall inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.
- Governing Law and Jurisdiction
This Award Agreement and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Kansas without giving effect to the principles of the Conflict of Laws to the contrary. 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.
EX-10.4
EXHIBIT 10.4
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on October 25, 2024 RESTRICTED STOCK UNIT AWARD AGREEMENT
(Performance-Based and Time-Based Vesting)
(For Executive Officers)
To: _______________________ (“you” or the “Grantee”)
Date of Grant: _______________________
Performance Year: _______________________
Total Shares Subject to RSUs: _______________________ (the “Eligible Shares”)
Notice of Grant:
You have been granted restricted stock units (“RSUs”) relating to the shares, USD $0.10 par value per share, of Garmin Ltd. (“Shares”), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on October 25, 2024 (the “Plan”) and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, based on the satisfaction of the applicable performance-based and time-based vesting conditions set forth in this Notice of Grant, Exhibit A and Exhibit B, the Company agrees to pay you Shares as follows:
- The number of Shares that may be issued under this Agreement is a percentage (ranging from 0% to 100% or higher, as set forth in Exhibit B) of the Eligible Shares. The percentage of the Eligible Shares eligible to be issued, if any (the “Earned Shares”), is based on the satisfaction of one or more of the preestablished performance goals (the “Performance Goals”) for the Company’s fiscal year listed above opposite the heading “Performance Year” and the applicable weighting percentage of each such goal. The performance goals and applicable weighting percentages for each goal are set forth and described in Exhibit B to this Agreement.
- At a meeting of the Company's Compensation Committee following the end of the Performance Year (the “Certification Date”), the Company's Compensation Committee will assess the achieved level of performance and certify the goal(s) achievement.
- Any Earned Shares will be issued in three equal installments commencing within 30 days of the Certification Date and each anniversary thereof, provided you are employed with the Company on each such date.
In order to fully understand your rights under the Plan (a copy of which is attached) and the Award Agreement (the “Award Agreement”), attached as Exhibit A, you are encouraged to read the Plan and this document carefully. Please refer to the Plan document for the definition of otherwise undefined capitalized terms used in this Agreement.
By accepting these RSUs, you are also agreeing to be bound by Exhibits A and B, including the restrictive covenants in Section 7 of Exhibit A.
GARMIN LTD.
By:
Name: Clifton A. Pemble
Title: President and CEO
Grantee:__________________________
Date:______________________
EXHIBIT A
AGREEMENT:
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration paid by the Grantee to the Company, the Grantee and the Company agree as follows:
- Incorporation of Plan
All provisions of this Award Agreement and the rights of the Grantee hereunder are subject in all respects to the provisions of the Plan and the powers of the Board therein provided. Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in the Plan.
- Grant of RSUs
- Calculation of Earned Shares. As of the Date of Grant identified above, the Company grants to you, subject to the terms and conditions set forth herein and in the Plan, the opportunity to receive the product of (i) the Eligible Shares and (ii) the “Aggregate Vesting Percentage” as calculated under Section 3, such product the “Earned Shares”. If the application of this Section 2(a) results in a fractional Earned Share, the number of Earned Shares shall be rounded up to the nearest whole Share.
- Vesting and Delivery of Earned Shares. Provided you are employed (and at all times since the Date of Grant have been employed) by the Company or a Subsidiary on a Full-Time Basis (which, for purposes of this Award Agreement, means regularly scheduled to work 30 hours or more per week) and unless your right to receive the Earned Shares has been forfeited pursuant to Sections 3 or 4 below, then (subject to Section 13 below) you will be paid one-third (1/3) of the Earned Shares within 30 days of the Certification Date (as defined on the Notice of Grant), one-third (1/3) of the Earned Shares on the first anniversary of the Certification Date and one-third of the Earned Shares on the second anniversary of the Certification Date. If any of the first or second anniversaries of the Certification Date is a Saturday or Sunday or any other non-business day, then you will be paid the Earned Shares payable on that date on the next business day. 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.
- Calculation of Aggregate Vesting Percentage; Forfeiture of Unearned Shares
The “Aggregate Vesting Percentage” is the total of the individual vesting percentages for each of the achieved Performance Goals for the Performance Year as set forth on Exhibit B. All Eligible Shares, if any, which, due to the Aggregate Vesting Percentage being less than 100% do not become Earned Shares, shall be immediately forfeited as of the Certification Date.
- Effect of Termination of Affiliation or Cessation as Full-Time Employee
If you have a Termination of Affiliation or cease to be employed on a Full-Time Basis for any reason, including termination by the Company with or without Cause, voluntary resignation, change in employment status from full-time to part-time, death, or Disability, the effect of such Termination of Affiliation or ceasing to be employed on a Full-Time Basis on all or any portion of the RSUs is as provided below.
If you have a Termination of Affiliation on account of death or Disability after the Certification Date, any Earned Shares that were forfeitable immediately before such Termination of Affiliation shall thereupon become nonforfeitable and the Company shall, promptly settle all such Earned Shares 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 Earned Shares;
If you have a Termination of Affiliation on account of death or Disability before the Certification Date, within 30 days following the Certification Date the Company shall settle that number of your Eligible Shares which would have become Earned Shares as of the Certification Date but for your death or Disability;
If you have a Termination of Affiliation after the Certification Date and 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 Earned Shares that were forfeitable at the time of such Termination of Affiliation shall thereupon become nonforfeitable and the Company shall immediately settle all Earned Shares by delivery to you of a number of unrestricted Shares equal to the aggregate number of your remaining Earned Shares;
If you have a Termination of Affiliation before the Certification Date and during the Change of Control Period, 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 all of your Eligible Shares that would have become Earned Shares as of the Certification Date but for such Termination of Affiliation shall thereupon become Earned Shares and nonforfeitable and the Company shall within 30 days of the Certification Date settle all such Earned Shares by delivery to you a number of unrestricted Shares equal to the aggregate number of your Earned Shares;
If you have a Termination of Affiliation for Cause or for any reason other than for (i) death or Disability or (ii) under the circumstances described above in Section 4(c) or (d), then your Eligible Shares (to the extent such Termination of Affiliation occurs before the Certification Date) or your Earned Shares (to the extent such Termination of Affiliation occurs after the Certification Date), 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;
If you cease to be employed on a Full-Time Basis for any reason other than as provided above in Sections 4(c) or (d), your Eligible Shares (to the extent such Termination of
Affiliation occurs before the Certification Date) or your Earned Shares (to the extent such Termination of Affiliation occurs after the Certification Date), to the extent forfeitable immediately before such cessation of employment on a Full-Time Basis, shall thereupon automatically be forfeited and you shall have no further rights under this Award Agreement.
Investment Intent
The Grantee agrees that the Shares acquired pursuant to the vesting of one or more tranches of Earned Shares shall be acquired for his/her own account for investment only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933 (the “1933 Act”) or other applicable securities laws. The Company may, but in no event shall be required to, bear any expenses of complying with the 1933 Act, other applicable securities laws or the rules and regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification, or transfer, as the case may be, of this Award Agreement or any Shares acquired hereunder. The foregoing restrictions on the transfer of the Shares shall be inoperative if (a) the Company previously shall have been furnished with an opinion of counsel, satisfactory to it, to the effect that such transfer will not involve any violation of the 1933 Act and other applicable securities laws or (b) the Shares shall have been duly registered in compliance with the 1933 Act and other applicable state or federal securities laws. If this Award Agreement, or the Shares subject to this Award Agreement, are so registered under the 1933 Act, the Grantee agrees that he will not make a public offering of the said Shares except on a national securities exchange on which the shares of the Company are then listed.
- Nontransferability of RSUs, Eligible Shares and Earned Shares
No rights under this Award Agreement relating to the RSUs or any undelivered Eligible Shares or Earned Shares may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, including, unless specifically approved by the Company, any purported transfer to a current spouse or former spouse in connection with a legal separation or divorce proceeding. All rights with respect to the RSUs or any undelivered Eligible Shares or Earned Shares granted to the Grantee shall be available during his or her lifetime only to the Grantee.
- Restrictive Covenants
In consideration of the RSUs granted to the Grantee under this Award Agreement and in and in addition to any restrictive agreements the Grantee may have entered into with the Company, the Grantee accepts and agrees to be bound by the restrictive covenants set forth below in this Section 7, and acknowledges that these restrictive covenants are fair and reasonable in light of the Company’s legitimate business interest in protecting the Company’s and its Subsidiaries’ trade secrets, other commercially sensitive business information, and their customer, employee, and other business relationships. The Grantee hereby agrees to the following restrictive covenants:
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 executive, managerial, professional, engineering, technical, business development, supply chain or sales
services worldwide 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 with the Company in any of its operating segments. The Grantee expressly acknowledges that the Company and its Subsidiaries have a worldwide business and customer base in each of its operating segments. The Grantee expressly acknowledges and agrees that a worldwide restriction is reasonable under the circumstances and necessary in order to protect the legitimate business interests of the Company and its Subsidiaries. Nothing in this Section 7(a) 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.
Nonsolicitation of Customers, Suppliers, Business Partners and Vendors. 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 or assist others in soliciting or attempt to solicit any 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 with whom the Grantee had contact with during the last two years of the Grantee’s employment.
Nonsolicitation of Employees. 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, hire, recruit, employ, or attempt to solicit, hire, recruit or employ, or facilitate any such acts by others, any person then currently employed by the Company or any Subsidiary.
No Application in Certain States or Jurisdictions. Sections 7(a), 7(b) and 7(c) do not apply to employment in California, Oklahoma or Minnesota or in any other state or jurisdiction where such provisions are prohibited by law.
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 7(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.
Remedy. The Grantee acknowledges that irreparable harm would result from any breach of this Section and that monetary damages alone 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 7, the Company and any Subsidiary shall be entitled to injunctive relief. Without limiting the generality of the foregoing, neither the Company nor any Subsidiary shall be precluded from pursuing any remedies they may have at law or in equity for any breach of Grantee’s restrictive covenants in this Section 7.
Status of the Grantee
The Grantee shall not be deemed a shareholder of the Company with respect to any of the Shares subject to this Award Agreement until such time as the underlying Shares shall have been issued to him or her. The Company shall not be required to issue or transfer any Shares pursuant to this Award Agreement until all applicable requirements of law have been complied with and such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed. Grantee (i) is not entitled to receive any dividends or dividend equivalents, whether such dividends would be paid in cash or in kind, or receive any other distributions made with respect to the RSUs or any undelivered Eligible Shares or Earned Shares, and (ii) does not have nor may he or she exercise any voting rights with respect to any of the RSUs or any undelivered Eligible Shares or Earned Shares, in both cases (i) and (ii) above, unless and until the actual Shares underlying any Earned Shares have been delivered pursuant to this Award Agreement.
- No Effect on Capital Structure
This Award Agreement shall not affect the right of the Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.
- Adjustments
Notwithstanding any provision herein to the contrary, in the event of any change in the number of outstanding Shares effected without receipt of consideration therefor by the Company, by reason of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split, share combination or other change in the corporate structure of the Company affecting the Shares, the aggregate number and class of Shares subject to this Award Agreement shall be automatically adjusted to accurately and equitably reflect the effect thereon of such change; provided, however, that any fractional share resulting from such adjustment shall be eliminated. In the event of a dispute concerning such adjustment, the decision of the Board shall be conclusive.
- Amendments
This Award Agreement may be amended only by a writing executed by the Company and the Grantee which specifically states that it is amending this Award Agreement; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided therein. Except as
otherwise provided in the Plan, no such amendment shall materially adversely affect the Grantee's rights under this Award Agreement without the Grantee's consent.
- Board Authority
Any questions concerning the interpretation of this Award Agreement, any adjustments required to be made under Sections 10 or 11 of this Award Agreement, and any controversy which arises under this Award Agreement shall be settled by the Board in its sole discretion.
- Withholding
At the time any of the Earned Shares are delivered to you pursuant to this Award Agreement, the Company will be obligated to pay withholding and social taxes on your behalf. Accordingly, the Company shall have the power to withhold, or require you to remit to the Company, an amount sufficient to satisfy any such federal, state, local or foreign withholding tax or social tax requirements. At the Company's discretion, withholding may be taken from other compensation payable to you or may be satisfied by reducing the number of Shares deliverable to you. If the Company elects to reduce the number of Shares deliverable to you and less than the full value of a Share is needed to satisfy any applicable withholding taxes, the Company will distribute to you the value of the remaining fractional share in cash in an amount equal to the Fair Market Value of a Share as of the Settlement Date multiplied by the remaining fractional Share.
- Notice
Whenever any notice is required or permitted hereunder, such notice must be given in writing Any notice required or permitted to be delivered hereunder shall be effective upon receipt thereof by the addressee The Company or the Grantee may change, at any time and from time to time, by written notice to the other, the address specified for receiving notices. Until changed in accordance herewith, the Company's address for receiving notices shall be Garmin Ltd., Attention: General Counsel, Mühlentalstrasse 2, 8200 Schaffhausen, Switzerland. Unless changed, the Grantee's address for receiving notices shall be the last known address of the Grantee on the Company's records. It shall be the Grantee's sole responsibility to notify the Company as to any change in his or her address. Such notification shall be made in accordance with this Section 14.
- Severability
If any part of this Award 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 Award Agreement not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible while remaining lawful and valid. Additionally, if any of the covenants in Section 7 are determined by a court to be unenforceable in whole or in part because of such covenant's duration or geographical or other scope, such court shall modify the duration or scope of such provision as the case may be, so as to cause such covenant, as so modified, to be enforceable.
- Binding Effect
This Award Agreement shall bind, and, except as specifically provided herein, shall inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.
- Governing Law and Jurisdiction
This Award Agreement and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Kansas without giving effect to the principles of the Conflict of Laws to the contrary. 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.
Section 18. Shareholder Approval and Company Clawback or Recoupment Policies
You acknowledge that any award under the Notice of Grant may be subject to certain provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank”) that could require the Company to recover certain amounts of incentive compensation paid to certain executive officers if the Company is required to prepare an accounting restatement due to the material noncompliance of the Company with any financial reporting requirements under any applicable securities laws. By accepting this grant, whether or not any compensation is ultimately paid hereunder, you agree and consent to any forfeiture or required recovery or reimbursement obligations of the Company with respect to any compensation paid to you that is forfeitable or recoverable by the Company pursuant to Dodd-Frank and in accordance with any Company policies and procedures adopted by the Compensation Committee in order to comply with Dodd Frank, as the same may be amended from time to time.
EXHIBIT B
[PERFORMANCE GOALS AND WEIGHTING PERCENTAGE]
APPENDIX TO RESTRICTED STOCK AWARD AGREEMENT
This Appendix includes additional terms and conditions that govern the Restricted Stock Unit awards if the Grantee is a member of the Company’s Executive Management.
You acknowledge that any award under this Notice of Grant is, to the extent required by applicable Swiss law and the articles of association of the Company subject to approval by the general meeting of shareholders of the Company and subject to recovery, forfeiture or clawback by the Company if and to the extent (i) the award is granted prior to approval by the general meeting of shareholders and (ii) the first general meeting of shareholders to whom the Company's board of directors submits for approval the proposed amount of compensation for the period for which the awards have been granted does not approve the proposal.
EX-10.5
EXHIBIT 10.5
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on October 25, 2024 RESTRICTED STOCK UNIT AWARD AGREEMENT
(Performance-Based and Time-Based Vesting)
(For Swiss Grantees)
To: _______________________ (“you” or the “Grantee”)
Date of Grant: _______________________
Performance Year: _______________________
Total Shares Subject to RSUs: _______________________ (the “Eligible Shares”)
Notice of Grant:
You have been granted restricted stock units (“RSUs”) relating to the shares, USD $0.10 par value per share, of Garmin Ltd. (“Shares”), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on October 25, 2024 (the “Plan”) and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, based on the satisfaction of the applicable performance-based and time-based vesting conditions set forth in this Notice of Grant, Exhibit A and Exhibit B, the Company agrees to pay you Shares as follows:
- The number of Shares that may be issued under this Agreement is a percentage (ranging from 0% to 100% or higher, as set forth in Exhibit B) of the Eligible Shares. The percentage of the Eligible Shares eligible to be issued, if any (the “Earned Shares”), is based on the satisfaction of one or more of the pre-established performance goals (the “Performance Goals”) for the Company’s fiscal year listed above opposite the heading “Performance Year” and the applicable weighting percentage of each such goal. The performance goals and applicable weighting percentages for each goal are set forth and described in Exhibit B to this Agreement.
- At a meeting of the Company's Compensation Committee following the end of the Performance Year (the “Certification Date”), the Company's Compensation Committee will assess the achieved level of performance and certify the goal(s) achievement.
- Any Earned Shares will be issued in three equal installments commencing within 30 days of the Certification Date and each anniversary thereof, provided you are employed with the Company on each such date.
In order to fully understand your rights under the Plan (a copy of which is attached) and the Award Agreement (the “Award Agreement”), attached as Exhibit A, you are encouraged to read the Plan and this document carefully. Please refer to the Plan document for the definition of otherwise undefined capitalized terms used in this Agreement.
By accepting these RSUs, you are also agreeing to be bound by Exhibits A and B, including the restrictive covenants in Section 7 of Exhibit A.
GARMIN LTD.
By:
Name: Clifton A. Pemble
Title: President and CEO
Grantee:__________________________
Date:______________________
EXHIBIT A
AGREEMENT:
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration paid by the Grantee to the Company, the Grantee and the Company agree as follows:
- Incorporation of Plan
All provisions of this Award Agreement and the rights of the Grantee hereunder are subject in all respects to the provisions of the Plan and the powers of the Board therein provided. Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in the Plan.
- Grant of RSUs
- Calculation of Earned Shares. As of the Date of Grant identified above, the Company grants to you, subject to the terms and conditions set forth herein and in the Plan, the opportunity to receive the product of (i) the Eligible Shares and (ii) the “Aggregate Vesting Percentage” as calculated under Section 3, such product the “Earned Shares”. If the application of this Section 2(a) results in a fractional Earned Share, the number of Earned Shares shall be rounded up to the nearest whole Share.
- Vesting and Delivery of Earned Shares. Provided you are employed (and at all times since the Date of Grant have been employed) by the Company or a Subsidiary on a Full-Time Basis (which, for purposes of this Award Agreement, means regularly scheduled to work 30 hours or more per week) and unless your right to receive the Earned Shares has been forfeited pursuant to Sections 3 or 4 below, then (subject to Section 13 below) you will be paid one-third (1/3) of the Earned Shares within 30 days of the Certification Date (as defined on the Notice of Grant), one-third (1/3) of the Earned Shares on the first anniversary of the Certification Date and one-third of the Earned Shares on the second anniversary of the Certification Date. If any of the first or second anniversaries of the Certification Date is a Saturday or Sunday or any other non-business day, then you will be paid the Earned Shares payable on that date on the next business day. 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.
- Calculation of Aggregate Vesting Percentage; Forfeiture of Unearned Shares
The “Aggregate Vesting Percentage” is the total of the individual vesting percentages for each of the achieved Performance Goals for the Performance Year as set forth on Exhibit B. All Eligible Shares, if any, which, due to the Aggregate Vesting Percentage being less than 100% do not become Earned Shares, shall be immediately forfeited as of the Certification Date.
- Effect of Termination of Affiliation or Cessation as Full-Time Employee
If you have a Termination of Affiliation or cease to be employed on a Full-Time Basis for any reason, including termination by the Company with or without Cause, voluntary resignation, change in employment status from full-time to part-time, death, or Disability, the effect of such Termination of Affiliation or ceasing to be employed on a Full-Time Basis on all or any portion of the RSUs is as provided below.
If you have a Termination of Affiliation on account of death or Disability after the Certification Date, any Earned Shares that were forfeitable immediately before such Termination of Affiliation shall thereupon become non-forfeitable and the Company shall, promptly settle all such Earned Shares 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 Earned Shares;
If you have a Termination of Affiliation on account of death or Disability before the Certification Date, within 30 days following the Certification Date the Company shall settle that number of your Eligible Shares which would have become Earned Shares as of the Certification Date but for your death or Disability;
If you have a Termination of Affiliation after the Certification Date and 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 Earned Shares that were forfeitable at the time of such Termination of Affiliation shall thereupon become non-forfeitable and the Company shall immediately settle all Earned Shares by delivery to you of a number of unrestricted Shares equal to the aggregate number of your remaining Earned Shares;
If you have a Termination of Affiliation before the Certification Date and during the Change of Control Period, 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 all of your Eligible Shares that would have become Earned Shares as of the Certification Date but for such Termination of Affiliation shall thereupon become Earned Shares and non-forfeitable and the Company shall within 30 days of the Certification Date settle all such Earned Shares by delivery to you a number of unrestricted Shares equal to the aggregate number of your Earned Shares;
If you have a Termination of Affiliation for Cause or for any reason other than for (i) death or Disability or (ii) under the circumstances described above in Section 4(c) or (d), then your Eligible Shares (to the extent such Termination of Affiliation occurs before the Certification Date) or your Earned Shares (to the extent such Termination of Affiliation occurs after the Certification Date), to the extent forfeitable immediately before such Termination of Affiliation and to the extent permitted by the applicable Swiss law, shall thereupon automatically be forfeited and you shall have no further rights under this Award Agreement;
If you cease to be employed on a Full-Time Basis for any reason other than as provided above in Sections 4(c) or (d), your Eligible Shares (to the extent such Termination of Affiliation occurs before the Certification Date) or your Earned Shares (to the extent such Termination of Affiliation occurs after the Certification Date), to the extent forfeitable immediately before such cessation of employment on a Full-Time Basis and to the extent permitted by applicable Swiss law, shall thereupon automatically be forfeited and you shall have no further rights under this Award Agreement.
Investment Intent
The Grantee agrees that the Shares acquired pursuant to the vesting of one or more tranches of Earned Shares shall be acquired for his/her own account for investment only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933 (the “1933 Act”) or other applicable securities laws. The Company may, but in no event shall be required to, bear any expenses of complying with the 1933 Act, other applicable securities laws or the rules and regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification, or transfer, as the case may be, of this Award Agreement or any Shares acquired hereunder. The foregoing restrictions on the transfer of the Shares shall be inoperative if (a) the Company previously shall have been furnished with an opinion of counsel, satisfactory to it, to the effect that such transfer will not involve any violation of the 1933 Act and other applicable securities laws or (b) the Shares shall have been duly registered in compliance with the 1933 Act and other applicable state or federal securities laws. If this Award Agreement, or the Shares subject to this Award Agreement, are so registered under the 1933 Act, the Grantee agrees that he will not make a public offering of the said Shares except on a national securities exchange on which the shares of the Company are then listed.
- Non-transferability of RSUs, Eligible Shares and Earned Shares
No rights under this Award Agreement relating to the RSUs or any undelivered Eligible Shares or Earned Shares may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, including, unless specifically approved by the Company, any purported transfer to a current spouse or former spouse in connection with a legal separation or divorce proceeding. All rights with respect to the RSUs or any undelivered Eligible Shares or Earned Shares granted to the Grantee shall be available during his or her lifetime only to the Grantee.
- Restrictive Covenants
To the extent permitted by applicable law, as a condition of this Award Agreement, the Grantee's right to the RSUs or any Eligible Shares or Earned Shares, and in addition to any restrictive agreements the Grantee may have entered into with the Company, the Grantee accepts and agrees to be bound as follows:
Non-disclosure 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 (i) as required by law, or (ii) to the Grantee's legal and financial advisors who agree to be bound by this Paragraph 7(a).
Non-competition. 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 7(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.
Non-interference. 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.
Non-solicitation. 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.
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 7(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.
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.
Remedy. The Grantee acknowledges the consideration provided herein (absent the Grantee's agreement to this Section 7) 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 7, 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 Award Agreement and all of Grantee's right hereunder 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 upon vesting of any Earned Shares 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 vesting of any Earned Shares (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.
Status of the Grantee
The Grantee shall not be deemed a shareholder of the Company with respect to any of the Shares subject to this Award Agreement until such time as the underlying Shares shall have been issued to him or her. The Company shall not be required to issue or transfer any Shares pursuant to this Award Agreement until all applicable requirements of law have been complied with and such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed. Grantee (i) is not entitled to receive any dividends or dividend equivalents, whether such dividends would be paid in cash or in kind, or receive any other distributions made with respect to the RSUs or any undelivered Eligible Shares or Earned Shares, and (ii) does not have nor may he or she exercise any voting rights with respect to any of the RSUs or any undelivered Eligible Shares or Earned Shares, in both cases (i) and (ii) above, unless and until the actual Shares underlying any Earned Shares have been delivered pursuant to this Award Agreement.
- No Effect on Capital Structure
This Award Agreement shall not affect the right of the Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.
- Adjustments
Notwithstanding any provision herein to the contrary, in the event of any change in the number of outstanding Shares effected without receipt of consideration therefor by the Company, by reason of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock
split, share combination or other change in the corporate structure of the Company affecting the Shares, the aggregate number and class of Shares subject to this Award Agreement shall be automatically adjusted to accurately and equitably reflect the effect thereon of such change; provided, however, that any fractional share resulting from such adjustment shall be eliminated. In the event of a dispute concerning such adjustment, the decision of the Board shall be conclusive.
- Amendments
This Award Agreement may be amended only by a writing executed by the Company and the Grantee which specifically states that it is amending this Award Agreement; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided therein. Except as otherwise provided in the Plan, no such amendment shall materially adversely affect the Grantee's rights under this Award Agreement without the Grantee's consent.
- Board Authority
Any questions concerning the interpretation of this Award Agreement, any adjustments required to be made under Sections 10 or 11 of this Award Agreement, and any controversy which arises under this Award Agreement shall be settled by the Board in its sole discretion.
- Withholding
At the time any of the Earned Shares are delivered to you pursuant to this Award Agreement, the Company will be obligated to pay withholding and social taxes on your behalf. Accordingly, the Company shall have the power to withhold, or require you to remit to the Company, an amount sufficient to satisfy any such federal, state, local or foreign withholding tax or social tax requirements. At the Company's discretion, withholding may be taken from other compensation payable to you or may be satisfied by reducing the number of Shares deliverable to you. If the Company elects to reduce the number of Shares deliverable to you and less than the full value of a Share is needed to satisfy any applicable withholding taxes, the Company will distribute to you the value of the remaining fractional share in cash in an amount equal to the Fair Market Value of a Share as of the Settlement Date multiplied by the remaining fractional Share.
- Notice
Whenever any notice is required or permitted hereunder, such notice must be given in writing Any notice required or permitted to be delivered hereunder shall be effective upon receipt thereof by the addressee The Company or the Grantee may change, at any time and from time to time, by written notice to the other, the address specified for receiving notices. Until changed in accordance herewith, the Company's address for receiving notices shall be Garmin Ltd., Attention: General Counsel, Mühlentalstrasse 2, 8200 Schaffhausen, Switzerland. Unless changed, the Grantee's address for receiving notices shall be the last known address of the Grantee on the Company's records. It shall be the Grantee's sole responsibility to notify the Company as to any change in his or her address. Such notification shall be made in accordance with this Section 14.
- Severability
If any part of this Award 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 Award Agreement not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if
possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible while remaining lawful and valid. Additionally, if any of the covenants in Section 7 are determined by a court to be unenforceable in whole or in part because of such covenant's duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision as the case may be, so as to cause such covenant, as so modified, to be enforceable.
- Binding Effect
This Award Agreement shall bind, and, except as specifically provided herein, shall inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.
- Governing Law and Jurisdiction
This Award Agreement and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Kansas without giving effect to the principles of the Conflict of Laws to the contrary. 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.
EXHIBIT B
[PERFORMANCE GOALS AND WEIGHTING PERCENTAGE ]
EX-10.6
EXHIBIT 10.6
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on October 25, 2024 RESTRICTED STOCK UNIT AWARD AGREEMENT
(Performance-Based and Time-Based Vesting)
(For Canadian Grantees)
To: _______________________ (“you” or the “Grantee”)
Date of Grant: _______________________
Performance Year: _______________________
Total Shares Subject to RSUs: _______________________ (the “Eligible Shares”)
Notice of Grant:
You have been granted restricted stock units (“RSUs”) relating to the registered shares, USD $0.10 par value per share, of Garmin Ltd. (“Shares”), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated effective October 25, 2024 (the “Plan”) and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, based on the satisfaction of the applicable performance-based and time-based vesting conditions set forth in this Notice of Grant, Exhibit A and Exhibit B, the Company agrees to pay you Shares as follows:
- The number of Shares that may be issued under this Agreement is a percentage (ranging from 0% to 100% or higher, as set forth in Exhibit B) of the Eligible Shares. The percentage of the Eligible Shares eligible to be issued, if any (the “Earned Shares”), is based on the satisfaction of one or more of the pre-established performance goals (the “Performance Goals”) for the Company’s fiscal year listed above opposite the heading “Performance Year” and the applicable weighting percentage of each such goal. The performance goals and applicable weighting percentages for each goal are set forth and described in Exhibit B to this Agreement.
- At a meeting of the Company's Compensation Committee following the end of the Performance Year (the “Certification Date”), the Company's Compensation Committee will assess the achieved level of performance and certify the goal(s) achievement.
- Any Earned Shares will be issued in three equal installments commencing within 30 days of the Certification Date and each anniversary thereof, provided you are employed with the Company on each such date.
In order to fully understand your rights under the Plan (a copy of which is attached) and the Award Agreement (the “Award Agreement”), attached as Exhibit A, you are encouraged to read the Plan and this document carefully. Please refer to the Plan document for the definition of otherwise undefined capitalized terms used in this Agreement.
To properly accept these RSUs, you must click the “Accept” button. Acceptances shall be made electronically within ten (10) days of your receipt of this Notice and Award Agreement. By accepting these RSUs, you are also agreeing to be bound by Exhibits A and B, including the restrictive covenants in Section 7 of Exhibit A.
GARMIN LTD.
By:
Name: Clifton A. Pemble
Title: President and CEO
Grantee:__________________________
Date:______________________
EXHIBIT A
AGREEMENT:
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration paid by the Grantee to the Company, the Grantee and the Company agree as follows:
- Incorporation of Plan
All provisions of this Award Agreement and the rights of the Grantee hereunder are subject in all respects to the provisions of the Plan and the powers of the Board therein provided. Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in the Plan.
- Grant of RSUs
- Calculation of Earned Shares. As of the Date of Grant identified above, the Company grants to you, subject to the terms and conditions set forth herein and in the Plan, the opportunity to receive the product of (i) the Eligible Shares and (ii) the “Aggregate Vesting Percentage” as calculated under Section 3, such product the “Earned Shares”. If the application of this Section 2(a) results in a fractional Earned Share, the number of Earned Shares shall be rounded up to the nearest whole Share.
- Vesting and Delivery of Earned Shares. Provided you are employed (and at all times since the Date of Grant have been employed) by the Company or a Subsidiary on a Full-Time Basis (which, for purposes of this Award Agreement, means regularly scheduled to work 30 hours or more per week) and unless your right to receive the Earned Shares has been forfeited pursuant to Sections 3 or 4 below, then (subject to Section 13 below) one-third (1/3) of the Earned Shares will be paid to you within 30 days of the Certification Date (as defined on the Notice of Grant), one-third (1/3) of the Earned Shares will be paid to you on the first anniversary of the Certification Date and one-third of the Earned Shares will be paid to you on the second anniversary of the Certification Date. If any of the first or second anniversaries of the Certification Date is a Saturday or Sunday or any other non-business day, then you will be paid the Earned Shares payable on that date on the next business day. 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.
- Calculation of Aggregate Vesting Percentage; Forfeiture of Unearned Shares
The “Aggregate Vesting Percentage” is the total of the individual vesting percentages for each of the achieved Performance Goals for the Performance Year as set forth on Exhibit B. All Eligible Shares, if any, which, due to the Aggregate Vesting Percentage being less than 100% do not become Earned Shares, shall be immediately forfeited as of the Certification Date.
- Effect of Termination of Affiliation or Cessation as Full-Time Employee
If you have a Termination of Affiliation or cease to be employed on a Full-Time Basis for any reason, including termination by the Company with or without Cause (as defined in this Section 4), voluntary resignation, change in employment status from full-time to part-time, death, or Disability, the effect of such Termination of Affiliation or ceasing to be employed on a Full-Time Basis on all or any portion of the RSUs is as provided below.
If you have a Termination of Affiliation on account of death or Disability after the Certification Date, any Earned Shares that were forfeitable immediately before such Termination of Affiliation shall thereupon become non-forfeitable and the Company shall, promptly settle all such Earned Shares 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 Earned Shares;
If you have a Termination of Affiliation on account of death or Disability before the Certification Date, within 30 days following the Certification Date the Company shall settle that number of your Eligible Shares which would have become Earned Shares as of the Certification Date but for your death or Disability;
If you have a Termination of Affiliation after the Certification Date and 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 Earned Shares that were forfeitable at the time of such Termination of Affiliation shall thereupon become non-forfeitable and the Company shall immediately settle all Earned Shares by delivery to you of a number of unrestricted Shares equal to the aggregate number of your remaining Earned Shares;
If you have a Termination of Affiliation before the Certification Date and during the Change of Control Period, 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 all of your Eligible Shares that would have become Earned Shares as of the Certification Date but for such Termination of Affiliation shall thereupon become Earned Shares and non-forfeitable and the Company shall within 30 days of the Certification Date settle all such Earned Shares by delivery to you a number of unrestricted Shares equal to the aggregate number of your Earned Shares;
If you have a Termination of Affiliation for Cause or for any reason other than for (i) death or Disability or (ii) under the circumstances described above in Section 4(c) or (d), then your Eligible Shares (to the extent such Termination of Affiliation occurs before the Certification Date) or your Earned Shares (to the extent such Termination of Affiliation occurs after the Certification Date), 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;
If you cease to be employed on a Full-Time Basis for any reason other than as provided above in Sections 4(c) or (d), your Eligible Shares (to the extent such Termination of
Affiliation occurs before the Certification Date) or your Earned Shares (to the extent such Termination of Affiliation occurs after the Certification Date), to the extent forfeitable immediately before such cessation of employment on a Full-Time Basis, shall thereupon automatically be forfeited and you shall have no further rights under this Award Agreement.
Notwithstanding the definition of “Cause” set forth in the Plan, for purposes of this Award Agreement, the term “Cause” means, without in any way limiting its definition under common law (which is expressly included in this definition), any improper conduct by you which is materially detrimental to the Company or any Subsidiary including, but not limited to:
Your conviction of, or a plea of guilty to, any indictable offence or other crime that involves fraud, dishonesty or moral turpitude;
Any willful action or omission by you which would constitute grounds for immediate dismissal under the employment policies of the Company or the Subsidiary by which you are employed, including but not limited to intoxication with alcohol or illegal drugs while on the premises on the Company or any Subsidiary, or any violation of applicable sexual harassment laws or the internal sexual harassment policy of the Company or the Subsidiary by which you are employed;
Your habitual neglect of duties, including but not limited to, repeated unauthorized absences from work without reasonable excuse; or
Your willful or intentional material misconduct in the performance of your duties that results in financial detriment to the Company or any Subsidiary.
Investment Intent
The Grantee agrees that the Shares acquired pursuant to the vesting of one or more tranches of Earned Shares shall be acquired for his/her own account for investment only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933 (the “1933 Act”) or other applicable securities laws. If the Board so determines, any share certificates issued pursuant to this Award Agreement shall bear a legend to the effect that the Shares have been so acquired. The Company may, but in no event shall be required to, bear any expenses of complying with the 1933 Act, other applicable securities laws or the rules and regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification, or transfer, as the case may be, of this Award Agreement or any Shares acquired hereunder. The foregoing restrictions on the transfer of the Shares shall be inoperative if (a) the Company previously shall have been furnished with an opinion of counsel, satisfactory to it, to the effect that such transfer will not involve any violation of the 1933 Act and other applicable securities laws or (b) the Shares shall have been duly registered in compliance with the 1933 Act and other applicable state or federal securities laws. If this Award Agreement, or the Shares subject to this Award Agreement, are so registered under the 1933 Act, the Grantee agrees that he will not make a public offering of the said Shares except on a national securities exchange on which the shares of the Company are then listed.
The Grantee also acknowledges and agrees that the Shares acquired pursuant to the vesting of one or more tranches of Earned Shares will not be able to be transferred or resold in Canada pursuant to the securities legislation of the Provinces and Territories of Canada except in accordance with limited exemptions under applicable securities legislation and regulatory policy and compliance with the other requirements of applicable law.
- Non-transferability of RSUs, Eligible Shares and Earned Shares
No rights under this Award Agreement relating to the RSUs or any undelivered Eligible Shares or Earned Shares may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, including, unless specifically approved by the Company, any purported transfer to a current spouse or former spouse in connection with a legal separation or divorce proceeding. All rights with respect to the RSUs or any undelivered Eligible Shares or Earned Shares granted to the Grantee shall be available during his or her lifetime only to the Grantee.
- Restrictive Covenants
To the extent permitted by applicable law, as a condition of this Award Agreement, the Grantee's right to the RSUs or any Eligible Shares or Earned Shares, and in addition to any restrictive agreements the Grantee may have entered into with the Company, the Grantee accepts and agrees to be bound as follows:
- Non-disclosure 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 (i) as required by law, or (ii) to the Grantee's legal and financial advisors who agree to be bound by this Paragraph 7(a).
- Non-competition. 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, directly or indirectly, own, manage, operate or control, or participate in the ownership, management, operation or control of, or be connected with or have any interest in (whether as a shareholder, partner, member, director, officer, employee, agent, consultant, or in any other capacity) any company or organization with activities, products or services involving:
- Personal and team activity monitoring systems, including speed, distance and cadence monitoring systems, motion analysis systems and associated watch displays and other displays and heart rate monitoring systems and associated watch displays and other displays and prosthetics monitoring and control systems; or
- Wireless communications systems and protocols designed for low power applications;
in any province, state or country in which the Company or any Subsidiary conducts business (or, to the knowledge of the Grantee, any additional location in which the Company of any Subsidiary intends to conduct business).
Nothing in this Section 7(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.
Non-interference. 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.
Non-solicitation. 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.
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 7(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.
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.
Remedy. The Grantee acknowledges the consideration provided herein (absent the Grantee's agreement to this Section 7) 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 7, 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 Award Agreement and all of Grantee's right hereunder 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 upon vesting of any Earned Shares 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 vesting of any Earned Shares (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.
Status of the Grantee
The Grantee shall not be deemed a shareholder of the Company with respect to any of the Shares subject to this Award Agreement until such time as the underlying Shares shall have been issued to him or her. The Company shall not be required to issue or transfer any certificates for Shares pursuant to this Award Agreement until all applicable requirements of law have been complied with and such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed. Grantee (i) is not entitled to receive any dividends or dividend equivalents, whether such dividends would be paid in cash or in kind, or receive any other distributions made with respect to the RSUs or any undelivered Eligible Shares or Earned Shares, and (ii) does not have nor may he or she exercise any voting rights with respect to any of the RSUs or any undelivered Eligible Shares or Earned Shares, in both cases (i) and (ii) above, unless and until the actual Shares underlying any Earned Shares have been delivered pursuant to this Award Agreement.
- No Effect on Capital Structure
This Award Agreement shall not affect the right of the Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.
- Adjustments
Notwithstanding any provision herein to the contrary, in the event of any change in the number of outstanding Shares effected without receipt of consideration therefor by the Company, by reason of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split, share combination or other change in the corporate structure of the Company affecting the Shares, the aggregate number and class of Shares subject to this Award Agreement shall be automatically adjusted to accurately and equitably reflect the effect thereon of such change; provided, however, that any fractional share resulting from such adjustment shall be eliminated. In the event of a dispute concerning such adjustment, the decision of the Board shall be conclusive.
- Amendments
This Award Agreement may be amended only by a writing executed by the Company and the Grantee which specifically states that it is amending this Award Agreement; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided therein. Except as otherwise provided in the Plan, no such amendment shall materially adversely affect the Grantee's rights under this Award Agreement without the Grantee's consent.
- Board Authority
Any questions concerning the interpretation of this Award Agreement, any adjustments required to be made under Sections 10 or 11 of this Award Agreement, and any controversy which arises under this Award Agreement shall be settled by the Board in its sole discretion.
- Withholding
Notwithstanding Article 14 of the Plan, this Section 12 will apply to the Company's withholding obligations related to this Award Agreement. At the time any of the Earned Shares are delivered to you pursuant to this Award Agreement, the Company will be obligated to pay withholding on your behalf. Accordingly, and at the Company’s discretion, such Federal, Provincial, local or foreign withholding tax requirements may be satisfied by you providing specific written authorization to deduct from any earnings owed or accruing to you, the appropriate sum of money required for such withholding or remittance or, at the Company’s discretion, such withholdings may be satisfied by reducing the number of Shares delivered to you. In the event of your neglect or refusal to provide the Company with your personal authorization in writing to deduct the appropriate withholdings from your earnings, the Company shall have no obligation to deliver the relevant Shares to you. If the Company reduces the number of Shares deliverable to you and less than the full value of a Share is needed to satisfy any applicable withholding taxes, the Company will distribute to you the value of the remaining fractional share in cash in an amount equal to the Fair Market Value of a Share as of the Settlement Date multiplied by the remaining fractional Share.
- Notice
Whenever any notice is required or permitted hereunder, such notice must be given in writing Any notice required or permitted to be delivered hereunder shall be effective upon receipt thereof by the addressee The Company or the Grantee may change, at any time and from time to time, by written notice to the other, the address specified for receiving notices. Until changed in accordance herewith, the Company's address for receiving notices shall be Garmin Ltd., Attention: General Counsel, Mühlentalstrasse 2, 8200 Schaffhausen, Switzerland. Unless changed, the Grantee's address for receiving notices shall be the last known address of the Grantee on the Company's records. It shall be the Grantee's sole responsibility to notify the Company as to any change in his or her address. Such notification shall be made in accordance with this Section 14.
- Severability
If any part of this Award 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 Award Agreement not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent
possible while remaining lawful and valid. Additionally, if any of the covenants in Section 7 are determined by a court to be unenforceable in whole or in part because of such covenant's duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision as the case may be, so as to cause such covenant, as so modified, to be enforceable.
- Binding Effect
This Award Agreement shall bind, and, except as specifically provided herein, shall inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.
- Governing Law
This Award Agreement and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Kansas without giving effect to the principles of the Conflict of Laws to the contrary.
EXHIBIT B
[PERFORMANCE GOALS AND WEIGHTING PERCENTAGE]
EX-10.7
EXHIBIT 10.7
GARMIN LTD. 2005 EQUITY INCENTIVE PLAN as amended and restated on October 25, 2024 RESTRICTED STOCK UNIT AWARD AGREEMENT
(Performance-Based and Time-Based Vesting)
To: _______________________ (“you” or the “Grantee”)
Date of Grant: _______________________
Performance Year: _______________________
Total Shares Subject to RSUs: _______________________ (the “Eligible Shares”)
Notice of Grant:
You have been granted restricted stock units (“RSUs”) relating to the shares, USD $0.10 par value per share, of Garmin Ltd. (“Shares”), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan, as amended and restated on October 25, 2024 (the “Plan”) and the Award Agreement between you and Garmin Ltd. (the “Company”), attached as Exhibit A. Accordingly, based on the satisfaction of the applicable performance-based and time-based vesting conditions set forth in this Notice of Grant, Exhibit A and Exhibit B, the Company agrees to pay you Shares as follows:
- The number of Shares that may be issued under this Agreement is a percentage (ranging from 0% to 100% or higher, as set forth in Exhibit B) of the Eligible Shares. The percentage of the Eligible Shares eligible to be issued, if any (the “Earned Shares”), is based on the satisfaction of one or more of the pre-established performance goals (the “Performance Goals”) for the Company’s fiscal year listed above opposite the heading “Performance Year” and the applicable weighting percentage of each such goal. The performance goals and applicable weighting percentages for each goal are set forth and described in Exhibit B to this Agreement.
- At a meeting of the Company's Compensation Committee following the end of the Performance Year (the “Certification Date”), the Company's Compensation Committee will assess the achieved level of performance and certify the goal(s) achievement.
- Any Earned Shares will be issued in three equal installments commencing within 30 days of the Certification Date and each anniversary thereof, provided you are employed with the Company on each such date.
In order to fully understand your rights under the Plan (a copy of which is attached) and the Award Agreement (the “Award Agreement”), attached as Exhibit A, you are encouraged to read the Plan and this document carefully. Please refer to the Plan document for the definition of otherwise undefined capitalized terms used in this Agreement.
By accepting these RSUs, you are also agreeing to be bound by Exhibits A and B, including the restrictive covenants in Section 7 of Exhibit A.
GARMIN LTD.
By:
Name: Clifton A. Pemble
Title: President and CEO
Grantee:__________________________
Date:______________________
EXHIBIT A
AGREEMENT:
In consideration of the mutual promises and covenants contained herein and other good and valuable consideration paid by the Grantee to the Company, the Grantee and the Company agree as follows:
- Incorporation of Plan
All provisions of this Award Agreement and the rights of the Grantee hereunder are subject in all respects to the provisions of the Plan and the powers of the Board therein provided. Capitalized terms used in this Award Agreement but not defined shall have the meaning set forth in the Plan.
- Grant of RSUs
- Calculation of Earned Shares. As of the Date of Grant identified above, the Company grants to you, subject to the terms and conditions set forth herein and in the Plan, the opportunity to receive the product of (i) the Eligible Shares and (ii) the “Aggregate Vesting Percentage” as calculated under Section 3, such product the “Earned Shares”. If the application of this Section 2(a) results in a fractional Earned Share, the number of Earned Shares shall be rounded up to the nearest whole Share.
- Vesting and Delivery of Earned Shares. Provided you are employed (and at all times since the Date of Grant have been employed) by the Company or a Subsidiary on a Full-Time Basis (which, for purposes of this Award Agreement, means regularly scheduled to work 30 hours or more per week) and unless your right to receive the Earned Shares has been forfeited pursuant to Sections 3 or 4 below, then (subject to Section 13 below) you will be paid one-third (1/3) of the Earned Shares within 30 days of the Certification Date (as defined on the Notice of Grant), one-third (1/3) of the Earned Shares on the first anniversary of the Certification Date and one-third of the Earned Shares on the second anniversary of the Certification Date. If any of the first or second anniversaries of the Certification Date is a Saturday or Sunday or any other non-business day, then you will be paid the Earned Shares payable on that date on the next business day. 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.
- Calculation of Aggregate Vesting Percentage; Forfeiture of Unearned Shares
The “Aggregate Vesting Percentage” is the total of the individual vesting percentages for each of the achieved Performance Goals for the Performance Year as set forth on Exhibit B. All Eligible Shares, if any, which, due to the Aggregate Vesting Percentage being less than 100% do not become Earned Shares, shall be immediately forfeited as of the Certification Date.
- Effect of Termination of Affiliation or Cessation as Full-Time Employee
If you have a Termination of Affiliation or cease to be employed on a Full-Time Basis for any reason, including termination by the Company with or without Cause, voluntary resignation, change in employment status from full-time to part-time, death, or Disability, the effect of such Termination of Affiliation or ceasing to be employed on a Full-Time Basis on all or any portion of the RSUs is as provided below.
If you have a Termination of Affiliation on account of death or Disability after the Certification Date, any Earned Shares that were forfeitable immediately before such Termination of Affiliation shall thereupon become non-forfeitable and the Company shall, promptly settle all such Earned Shares 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 Earned Shares;
If you have a Termination of Affiliation on account of death or Disability before the Certification Date, within 30 days following the Certification Date the Company shall settle that number of your Eligible Shares which would have become Earned Shares as of the Certification Date but for your death or Disability;
If you have a Termination of Affiliation after the Certification Date and 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 Earned Shares that were forfeitable at the time of such Termination of Affiliation shall thereupon become non-forfeitable and the Company shall immediately settle all Earned Shares by delivery to you of a number of unrestricted Shares equal to the aggregate number of your remaining Earned Shares;
If you have a Termination of Affiliation before the Certification Date and during the Change of Control Period, 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 all of your Eligible Shares that would have become Earned Shares as of the Certification Date but for such Termination of Affiliation shall thereupon become Earned Shares and non-forfeitable and the Company shall within 30 days of the Certification Date settle all such Earned Shares by delivery to you a number of unrestricted Shares equal to the aggregate number of your Earned Shares;
If you have a Termination of Affiliation for Cause or for any reason other than for (i) death or Disability or (ii) under the circumstances described above in Section 4(c) or (d), then your Eligible Shares (to the extent such Termination of Affiliation occurs before the Certification Date) or your Earned Shares (to the extent such Termination of Affiliation occurs after the Certification Date), 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;
If you cease to be employed on a Full-Time Basis for any reason other than as provided above in Sections 4(c) or (d), your Eligible Shares (to the extent such Termination of
Affiliation occurs before the Certification Date) or your Earned Shares (to the extent such Termination of Affiliation occurs after the Certification Date), to the extent forfeitable immediately before such cessation of employment on a Full-Time Basis, shall thereupon automatically be forfeited and you shall have no further rights under this Award Agreement.
Investment Intent
The Grantee agrees that the Shares acquired pursuant to the vesting of one or more tranches of Earned Shares shall be acquired for his/her own account for investment only and not with a view to, or for resale in connection with, any distribution or public offering thereof within the meaning of the Securities Act of 1933 (the “1933 Act”) or other applicable securities laws. The Company may, but in no event shall be required to, bear any expenses of complying with the 1933 Act, other applicable securities laws or the rules and regulations of any national securities exchange or other regulatory authority in connection with the registration, qualification, or transfer, as the case may be, of this Award Agreement or any Shares acquired hereunder. The foregoing restrictions on the transfer of the Shares shall be inoperative if (a) the Company previously shall have been furnished with an opinion of counsel, satisfactory to it, to the effect that such transfer will not involve any violation of the 1933 Act and other applicable securities laws or (b) the Shares shall have been duly registered in compliance with the 1933 Act and other applicable state or federal securities laws. If this Award Agreement, or the Shares subject to this Award Agreement, are so registered under the 1933 Act, the Grantee agrees that he will not make a public offering of the said Shares except on a national securities exchange on which the shares of the Company are then listed.
- Non-transferability of RSUs, Eligible Shares and Earned Shares
No rights under this Award Agreement relating to the RSUs or any undelivered Eligible Shares or Earned Shares may be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, including, unless specifically approved by the Company, any purported transfer to a current spouse or former spouse in connection with a legal separation or divorce proceeding. All rights with respect to the RSUs or any undelivered Eligible Shares or Earned Shares granted to the Grantee shall be available during his or her lifetime only to the Grantee.
- Restrictive Covenants
In consideration of the RSUs granted to the Grantee under this Award Agreement and in addition to any other restrictive agreements the Grantee may have entered into with the Company, the Grantee accepts and agrees to be bound by the restrictive covenants set forth below in this Section 7, and acknowledges that these restrictive covenants are fair and reasonable in light of the Company’s legitimate business interest in protecting the Company’s and its Subsidiaries’ trade secrets, other commercially sensitive business information, and their customer, employee, and other business relationships. The Grantee hereby agrees to the following restrictive covenants:
Non-competition. 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 executive, managerial, professional, engineering, technical, business development, supply chain or sales services in the United States 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 competes with the Company in any of its operating segments. The Grantee expressly acknowledges that the Company and its United States Subsidiaries have a nationwide business and customer base in each of its operating segments. The Grantee expressly acknowledges and agrees that a nationwide restriction is reasonable under the circumstances and necessary in order to protect the legitimate business interests of the Company and its United States Subsidiaries. Nothing in this Section 7(a) 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 competitor of the Company or a Subsidiary.
Non-Solicitation of Customers, Suppliers, Business Partners and Vendors. During the Grantee's employment and until one year after the Grantee ceases being employed by the Company or any Subsidiary, the Grantee will not, either directly or indirectly through another business or person, solicit, or assist others in soliciting or attempting to solicit any customer, prospective customer, vendor, prospective vendor, supplier business partner of the Company or Subsidiary with whom the Grantee had contact with during the last two years of Grantee’s employment.
Non-solicitation of Employees. 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, hire, recruit, employ, or attempt to solicit, hire, recruit or employ, or facilitate any such acts by others, any person then currently employed by the Company or any Subsidiary.
No Application in Certain States or Jurisdictions. Sections 7(a), 7(b) and 7(c) do not apply to employment in California, Oklahoma or Minnesota or in any other state or jurisdiction where such provisions are prohibited by law.
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 7(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.
Remedy. The Grantee acknowledges irreparable harm would result from any breach of this Section and that monetary damages alone 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 7, the Company and any Subsidiary shall be entitled to injunctive relief. 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 any breach of Grantee’s restrictive covenants in this Section 7.
Status of the Grantee
The Grantee shall not be deemed a shareholder of the Company with respect to any of the Shares subject to this Award Agreement until such time as the underlying Shares shall have been issued to him or her. The Company shall not be required to issue or transfer any Shares pursuant to this Award Agreement until all applicable requirements of law have been complied with and such Shares shall have been duly listed on any securities exchange on which the Shares may then be listed. Grantee (i) is not entitled to receive any dividends or dividend equivalents, whether such dividends would be paid in cash or in kind, or receive any other distributions made with respect to the RSUs or any undelivered Eligible Shares or Earned Shares, and (ii) does not have nor may he or she exercise any voting rights with respect to any of the RSUs or any undelivered Eligible Shares or Earned Shares, in both cases (i) and (ii) above, unless and until the actual Shares underlying any Earned Shares have been delivered pursuant to this Award Agreement.
- No Effect on Capital Structure
This Award Agreement shall not affect the right of the Company to reclassify, recapitalize or otherwise change its capital or debt structure or to merge, consolidate, convey any or all of its assets, dissolve, liquidate, windup, or otherwise reorganize.
- Adjustments
Notwithstanding any provision herein to the contrary, in the event of any change in the number of outstanding Shares effected without receipt of consideration therefor by the Company, by reason of a merger, reorganization, consolidation, recapitalization, separation, liquidation, stock dividend, stock split, share combination or other change in the corporate structure of the Company affecting the Shares, the aggregate number and class of Shares subject to this Award Agreement shall be automatically adjusted to accurately and equitably reflect the effect thereon of such change; provided, however, that any fractional share resulting from such adjustment shall be eliminated. In the event of a dispute concerning such adjustment, the decision of the Board shall be conclusive.
- Amendments
This Award Agreement may be amended only by a writing executed by the Company and the Grantee which specifically states that it is amending this Award Agreement; provided that this Award Agreement is subject to the power of the Board to amend the Plan as provided therein. Except as otherwise provided in the Plan, no such amendment shall materially adversely affect the Grantee's rights under this Award Agreement without the Grantee's consent.
- Board Authority
Any questions concerning the interpretation of this Award Agreement, any adjustments required to be made under Sections 10 or 11 of this Award Agreement, and any controversy which arises under this Award Agreement shall be settled by the Board in its sole discretion.
- Withholding
At the time any of the Earned Shares are delivered to you pursuant to this Award Agreement, the Company will be obligated to pay withholding and social taxes on your behalf. Accordingly, the Company shall have the power to withhold, or require you to remit to the Company, an amount sufficient to satisfy any such federal, state, local or foreign withholding tax or social tax requirements. At the Company's discretion, withholding may be taken from other compensation payable to you or may be satisfied by reducing the number of Shares deliverable to you. If the Company elects to reduce the number of Shares deliverable to you and less than the full value of a Share is needed to satisfy any applicable withholding taxes, the Company will distribute to you the value of the remaining fractional share in cash in an amount equal to the Fair Market Value of a Share as of the Settlement Date multiplied by the remaining fractional Share.
- Notice
Whenever any notice is required or permitted hereunder, such notice must be given in writing Any notice required or permitted to be delivered hereunder shall be effective upon receipt thereof by the addressee The Company or the Grantee may change, at any time and from time to time, by written notice to the other, the address specified for receiving notices. Until changed in accordance herewith, the Company's address for receiving notices shall be Garmin Ltd., Attention: General Counsel, Mühlentalstrasse 2, 8200 Schaffhausen, Switzerland. Unless changed, the Grantee's address for receiving notices shall be the last known address of the Grantee on the Company's records. It shall be the Grantee's sole responsibility to notify the Company as to any change in his or her address. Such notification shall be made in accordance with this Section 14.
- Severability
If any part of this Award 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 Award Agreement not declared to be unlawful or invalid. Any part so declared unlawful or invalid shall, if possible, be construed in a manner which gives effect to the terms of such part to the fullest extent possible while remaining lawful and valid. Additionally, if any of the covenants in Section 7 are determined by a court to be unenforceable in whole or in part because of such covenant's duration or geographical or other scope, such court shall have the power to modify the duration or scope of such provision as the case may be, so as to cause such covenant, as so modified, to be enforceable.
- Binding Effect
This Award Agreement shall bind, and, except as specifically provided herein, shall inure to the benefit of the respective heirs, legal representatives, successors and assigns of the parties hereto.
- Governing Law and Jurisdiction
This Award Agreement and the rights of all persons claiming hereunder shall be construed and determined in accordance with the laws of the State of Kansas without giving effect to the principles of the Conflict of Laws to the contrary. 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.
EXHIBIT B
[PERFORMANCE GOALS AND WEIGHTING PERCENTAGE]
EX-31.1
EXHIBIT 31.1
CERTIFICATION
I, Clifton A. Pemble, certify that:
I have reviewed this quarterly report on Form 10-Q of Garmin Ltd.;
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities particularly during the period in which this quarterly report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
- The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: October 29, 2025 | By | /s/ Clifton A. Pemble |
|---|---|---|
| Clifton A. Pemble | ||
| President and Chief Executive Officer |
EX-31.2
EXHIBIT 31.2
CERTIFICATION
I, Douglas G. Boessen, certify that:
I have reviewed this quarterly report on Form 10-Q of Garmin Ltd.;
Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and we have:
a) designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities particularly during the period in which this quarterly report is being prepared;
b) designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c) evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting;
- The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):
a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
| Date: October 29, 2025 | By | /s/ Douglas G. Boessen |
|---|---|---|
| Douglas G. Boessen | ||
| Chief Financial Officer |
EX-32.1
EXHIBIT 32.1
CERTIFICATION OF CHIEF EXECUTIVE OFFICER
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Garmin Ltd. (the “Company”) on Form 10-Q for the period ending September 27, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Clifton A. Pemble, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
|---|---|---|
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | |
| --- | --- | |
| Date: October 29, 2025 | By | /s/ Clifton A. Pemble |
| --- | --- | --- |
| Clifton A. Pemble | ||
| President and Chief Executive Officer |
EX-32.2
EXHIBIT 32.2
CERTIFICATION OF CHIEF FINANCIAL OFFICER
PURSUANT TO SECTION 906
OF THE SARBANES-OXLEY ACT OF 2002
In connection with the quarterly report of Garmin Ltd. (the “Company”) on Form 10-Q for the period ending September 27, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I, Douglas G. Boessen, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| (1) | The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and | |
|---|---|---|
| (2) | The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. | |
| --- | --- | |
| Date: October 29, 2025 | By | /s/ Douglas G. Boessen |
| --- | --- | --- |
| Douglas G. Boessen | ||
| Chief Financial Officer |