Form of Notice of Grant of Restricted Shares



 Exhibit 10.2.3 

FABRINET 2010 PERFORMANCE INCENTIVE PLAN 

NOTICE OF GRANT OF RESTRICTED SHARES 

Unless otherwise defined herein, the terms defined in the Fabrinet 2010 Performance Incentive Plan (the “Plan”) will have the
same defined meanings in this Notice of Grant of Restricted Shares (the “Notice of Grant”) and Terms and Conditions of Restricted Share Grant, attached hereto as Exhibit A (together, the “Award Agreement”). 

 

					
	Participant Name:	 	 	 	
			
	Address:	 	 	 	
			
		 	 	 	

 Participant has been granted the right to receive an Award of Restricted Shares, subject to the terms
and conditions of the Plan and this Award Agreement, as follows: 
  

					
	Grant Number	 	 	 	
			
	Date of Grant	 	 	 	
			
	Vesting Commencement Date	 	 	 	
			
	Number of Shares Granted	 	 	 	

 Vesting Schedule: 

Subject to any acceleration provisions contained in the Plan or set forth below, the Restricted Shares will vest and the Company’s
right to reacquire the Restricted Shares will lapse in accordance with the following schedule: 
 [INSERT VESTING SCHEDULE]

 By Participant’s signature and the signature of the Company’s representative below, Participant and the Company
agree that this Award of Restricted Shares is granted under and governed by the terms and conditions of the Plan and this Award Agreement. Participant has reviewed the Plan and this Award Agreement in their entirety, has had an opportunity to obtain
the advice of counsel prior to executing this Award Agreement and fully understands all provisions of the Plan and Award Agreement. Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the
Administrator upon any questions relating to the Plan and Award Agreement. Participant further agrees to notify the Company upon any change in the residence address indicated below. 

 

					
	PARTICIPANT	 		 	FABRINET
			
	  	 		 	  

  

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	Signature	 		 	
			
	  	 		 	  
	Print Name	 		 	
			
	Address:	 		 	
			
	  	 		 	
			
	  	 		 	

  

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 EXHIBIT A 

TERMS AND CONDITIONS OF RESTRICTED SHARES GRANT 

1. Grant. The Company hereby grants to the Participant named in the Notice of Grant (“Participant”) under the Plan for
past services and as a separate incentive in connection with his or her services and not in lieu of any salary or other compensation for his or her services, an Award of Restricted Shares, subject to all of the terms and conditions in this Award
Agreement and the Plan, which is incorporated herein by reference. Subject to Sections 8.7.4 and 8.7.5 of the Plan, in the event of a conflict between the terms and conditions of the Plan and the terms and conditions of this Award Agreement, the
terms and conditions of the Plan will prevail. 
 2. Escrow of Shares. 

(a) All Restricted Shares will, upon execution of this Award Agreement, be delivered and deposited with an escrow holder
designated by the Company (the “Escrow Holder”). The Restricted Shares will be held by the Escrow Holder until such time as the Restricted Shares vest or the date Participant ceases to be an employee or other service provider of the
Company or one of its Subsidiaries. 
 (b) The Escrow Holder will not be liable for any act it may do or omit to
do with respect to holding the Restricted Shares in escrow while acting in good faith and in the exercise of its judgment. 

(c) Upon Participant’s termination as an employee or other service provider of the Company or one of its subsidiaries
for any reason, the Escrow Holder, upon receipt of written notice of such termination, will take all steps necessary to accomplish the transfer of the unvested Restricted Shares to the Company. Participant hereby appoints the Escrow Holder with full
power of substitution, as Participant’s true and lawful attorney-in-fact with irrevocable power and authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation,
stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested Restricted Shares to the Company upon such termination. 

(d) The Escrow Holder will take all steps necessary to accomplish the transfer of Restricted Shares to Participant after
they vest following Participant’s request that the Escrow Holder do so. 
 (e) Subject to the terms hereof,
Participant will have all the rights of a stockholder with respect to the Shares while they are held in escrow, including without limitation, the right to vote the Shares and to receive any cash dividends declared thereon. 

(f) In the event of any reclassification, recapitalization, stock split (including a stock split in the form of a stock
dividend) or reverse stock split; any merger, combination, consolidation, or other reorganization; any spin-off, split-up, or similar, unusual or extraordinary corporate transaction in respect of the Ordinary Shares, the Restricted Shares will be
increased, reduced or otherwise changed, and by virtue of any such change Participant will in his or her 
  

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capacity as owner of unvested Restricted Shares be entitled to new or additional or different shares of stock, cash or securities (other than rights or warrants to purchase securities); such new
or additional or different shares, cash or securities will thereupon be considered to be unvested Restricted Shares and will be subject to all of the conditions and restrictions which were applicable to the unvested Restricted Shares pursuant to
this Award Agreement. If Participant receives rights or warrants with respect to any unvested Restricted Shares, such rights or warrants may be held or exercised by Participant, provided that until such exercise any such rights or warrants and after
such exercise any shares or other securities acquired by the exercise of such rights or warrants will be considered to be unvested Restricted Shares and will be subject to all of the conditions and restrictions which were applicable to the unvested
Restricted Shares pursuant to this Award Agreement. The Administrator in its absolute discretion at any time may accelerate the vesting of all or any portion of such new or additional shares of stock, cash or securities, rights or warrants to
purchase securities or shares or other securities acquired by the exercise of such rights or warrants. 
 (g) The
Company may instruct the transfer agent for its Ordinary Shares to place a legend on the certificates representing the Restricted Shares or otherwise note its records as to the restrictions on transfer set forth in this Award Agreement. 

3. Vesting Schedule. Except as provided in Section 4, and subject to Section 5, the Restricted Shares awarded by this
Award Agreement will vest in accordance with the vesting provisions set forth in the Notice of Grant. Restricted Shares scheduled to vest on a certain date or upon the occurrence of a certain condition will not vest in Participant in accordance with
any of the provisions of this Award Agreement, unless Participant will have been continuously an employee or other service provider of the Company or one of its Subsidiaries from the Date of Grant until the date such vesting occurs. 

4. Administrator Discretion. The Administrator, in its discretion, may accelerate the vesting of the balance, or some lesser
portion of the balance, of the unvested Restricted Shares at any time, subject to the terms of the Plan. If so accelerated, such Restricted Shares will be considered as having vested as of the date specified by the Administrator. 

5. Forfeiture upon Termination of Status as an Employee or Other Service Provider. Notwithstanding any contrary provision of this
Award Agreement, the balance of the Restricted Shares that have not vested at the time of Participant’s termination as an employee or other service provider of the Company or one of its Subsidiaries for any reason will be forfeited and
automatically transferred to and reacquired by the Company at no cost to the Company upon the date of such termination and Participant will have no further rights thereunder. Participant will not be entitled to a refund of the price paid for the
Restricted Shares, if any, returned to the Company pursuant to this Section 5. Participant hereby appoints the Escrow Agent with full power of substitution, as Participant’s true and lawful attorney-in-fact with irrevocable power and
authority in the name and on behalf of Participant to take any action and execute all documents and instruments, including, without limitation, stock powers which may be necessary to transfer the certificate or certificates evidencing such unvested
Shares to the Company upon such termination of service. 
  

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 6. Death of Participant. Any distribution or delivery to be made to Participant under
this Award Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary survives Participant, the administrator or executor of Participant’s estate. Any such transferee must furnish
the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

 7. Tax Withholding. Notwithstanding any contrary provision of this Award Agreement, no certificate representing the
Restricted Shares may be released from the escrow established pursuant to Section 2, unless and until satisfactory arrangements (as determined by the Administrator) will have been made by Participant with respect to the payment of income,
employment and other taxes which the Company determines must be withheld with respect to such Shares. To the extent determined appropriate by the Company in its discretion, it will have the right (but not the obligation) to satisfy any tax
withholding obligations by reducing the number of Shares otherwise deliverable to Participant. If Participant fails to make satisfactory arrangements for the payment of any required tax withholding obligations hereunder at the time any applicable
Shares otherwise are scheduled to vest pursuant to Sections 3 or 4, Participant will permanently forfeit such Shares and the Shares will be returned to the Company at no cost to the Company. 

8. Rights as Stockholder. Neither Participant nor any person claiming under or through Participant will have any of the rights or
privileges of a stockholder of the Company in respect of any Shares deliverable hereunder unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and
delivered to Participant or the Escrow Agent. Except as provided in Section 2, after such issuance, recordation and delivery, Participant will have all the rights of a stockholder of the Company with respect to voting such Shares and receipt of
dividends and distributions on such Shares. 
 9. No Guarantee of Continued Service. PARTICIPANT ACKNOWLEDGES AND AGREES
THAT THE VESTING OF THE RESTRICTED SHARES PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING AS AN EMPLOYEE OR OTHER SERVICE PROVIDER AT THE WILL OF THE COMPANY (OR THE SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) AND NOT THROUGH
THE ACT OF BEING HIRED, BEING GRANTED THESE RESTRICTED SHARES OR ACQUIRING SHARES HEREUNDER. PARTICIPANT FURTHER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET FORTH HEREIN DO NOT
CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS AN EMPLOYEE OR OTHER SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT ALL, AND WILL NOT INTERFERE IN ANY WAY WITH PARTICIPANT’S RIGHT OR THE RIGHT OF THE COMPANY
(OR THE SUBSIDIARY EMPLOYING OR RETAINING PARTICIPANT) TO TERMINATE PARTICIPANT’S RELATIONSHIP AS AN EMPLOYEE OR OTHER SERVICE PROVIDER AT ANY TIME, WITH OR WITHOUT CAUSE. 

 

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 10. Address for Notices. Any notice to be given to the Company under the terms of
this Award Agreement will be addressed to the Company at Fabrinet, 140 Robinson Road, #05-02 Chow House, Singapore 068907, or at such other address as the Company may hereafter designate in writing or electronically. 

11. Grant is Not Transferable. Except to the limited extent provided in Section 6, the unvested Shares subject to this grant
and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of any unvested Restricted Shares subject to this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process,
this grant and the rights and privileges conferred hereby immediately will become null and void. 
 12. Binding
Agreement. Subject to the limitation on the transferability of this grant contained herein, this Award Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties
hereto. 
 13. Additional Conditions to Release from Escrow. The Company will not be required to issue any certificate or
certificates for Shares hereunder or release such Shares from the escrow established pursuant to Section 2 prior to fulfillment of all the following conditions: (a) the admission of such Shares to listing on all stock exchanges on which
such class of stock is then listed; (b) the completion of any registration or other qualification of such Shares under any state or federal law or under the rulings or regulations of the Securities and Exchange Commission or any other
governmental regulatory body, which the Administrator will, in its absolute discretion, deem necessary or advisable; (c) the obtaining of any approval or other clearance from any state or federal governmental agency, which the Administrator
will, in its absolute discretion, determine to be necessary or advisable; and (d) the lapse of such reasonable period of time following the date of grant of the Restricted Shares as the Administrator may establish from time to time for reasons
of administrative convenience. 
 14. Plan Governs. This Award Agreement is subject to all terms and provisions of the
Plan. In the event of a conflict between one or more provisions of this Award Agreement and one or more provisions of the Plan, the provisions of the Plan will govern. Capitalized terms used and not defined in this Award Agreement will have the
meaning set forth in the Plan. 
 15. Administrator Authority. The Administrator will have the power to interpret the
Plan and this Award Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of
whether or not any Restricted Shares have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No
member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Award Agreement. 

16. Electronic Delivery. The Company may, in its sole discretion, decide to deliver any documents related to the Restricted Shares
awarded under the Plan or future Restricted 
  

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Shares that may be awarded under the Plan by electronic means or request Participant’s consent to participate in the Plan by electronic means. Participant hereby consents to receive such
documents by electronic delivery and agrees to participate in the Plan through any on-line or electronic system established and maintained by the Company or another third party designated by the Company. 

17. Captions. Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction
of this Award Agreement. 
 18. Agreement Severable. In the event that any provision in this Award Agreement will be held
invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on, the remaining provisions of this Award Agreement. 

19. Modifications to the Agreement. This Award Agreement constitutes the entire understanding of the parties on the subjects
covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be
made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems
necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Code Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Code Section 409A in connection to
this Award of Restricted Shares. 
 20. Amendment, Suspension or Termination of the Plan. By accepting this Award,
Participant expressly warrants that he or she has received an Award of Restricted Shares under the Plan, and has received, read and understood a description of the Plan. Participant understands that the Plan is discretionary in nature and may be
amended, suspended or terminated by the Company at any time. 
 21. Governing Law. This Award Agreement will be governed
by the laws of the State of California, without giving effect to the conflict of law principles thereof. For purposes of litigating any dispute that arises under this Award of Restricted Shares or this Award Agreement, the parties hereby submit to
and consent to the jurisdiction of the State of California, and agree that such litigation will be conducted in the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no
other courts, where this Award of Restricted Shares is made and/or to be performed. 
  

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