GARMIN LTD. 2005 EQUITY INCENTIVE PLAN PERFORMANCE SHARES AWARD AGREEMENT

EXHIBIT 10.2   GARMIN LTD. 2005 EQUITY INCENTIVE PLAN PERFORMANCE SHARES AWARD AGREEMENT   To:           _______________________ ("you" or the "Grantee")   Date of Grant:                ______________________________   NOTICE OF GRANT:   You have been granted performance shares ("Performance Shares") relating to the common shares, $0.005 par value per share, of Garmin Ltd. ("Shares"), subject to the terms and conditions of the Garmin Ltd. 2005 Equity Incentive Plan (the "Plan") and the Award Agreement between you and Garmin Ltd. (the "Company"), attached as Exhibit A.  Provided you satisfy the conditions set forth in this Notice of Grant and Exhibit A, the Company agrees to pay you Shares as follows:  

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 Performance Shares, you must enter your E*Trade password and click the "Accept" button on the previous screen. Acceptances shall be made electronically within ten (10) days of your receipt of this Notice and Award Agreement.  By accepting these Performance Shares, you are also agreeing to be bound by Exhibit A, including the restrictive covenants in Section 6 of Exhibit A.
   

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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:  

  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.  

  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 opposite the heading "Number of Performance Shares Granted" (the "Performance Shares") on the Notice of Grant.  All Performance Shares are forfeitable until such time as they become nonforfeitable as provided herein.  Provided (1) that performance condition above identified opposite the heading "Performance Condition Required for Grantee To Receive Award" on the Notice of Grant is satisfied and (2) you are employed (and at all times since the Date of Grant have been employed) by the Company 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 Performance Shares has been forfeited pursuant to Section 3 below, your Performance Shares will become nonforeitable and you will be paid a number of unrestricted Shares equal to the aggregate number of Performance Shares on the date above identified opposite the heading "Date Payable" on the Notice of Grant. 1   For purposes of this Agreement, except where the Board otherwise determines, a Grantee who, immediately before taking a Company-approved leave of absence, was employed on a Full-Time Basis will be considered employed on a Full-Time Basis during the period of such Company-approved leave.  

  If 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 Performance Shares is as provided below.  

1 If on the Date Payable, the Company has not had sufficient time to make a determination of whether the applicable performance condition has been satisfied, the Date Payable may be extended by the Company for up to 90-days after the original Date Payable.
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  The Grantee agrees that the Shares acquired pursuant to the vesting of one or more tranches of Performance 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 common shares of the Company are then listed.  

  No rights under this Award Agreement relating to the Performance 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 divorc