EX-10.1



 Exhibit 10.1 

SEPARATION AGREEMENT AND RELEASE 

This Separation Agreement and Release (“Agreement”) is made by and between John Marchetti
(“Employee”), Fabrinet USA, Inc. (the “Company”) and Fabrinet (the “Parent”) (collectively referred to as the “Parties” or individually referred to as a
“Party”). 
 RECITALS 

WHEREAS, Employee is employed by the Company, which is a wholly-owned subsidiary of the Parent; 

WHEREAS, Employee entered into an Offer Letter with the Company dated December 30, 2011 and executed January 1, 2012 (the
“Offer Letter”); 
 WHEREAS, Employee entered into an Intellectual Property Protection Policy Agreement with the Company
(the “Confidentiality Agreement”); 
 WHEREAS, the Parent has granted Employee certain restricted stock unit awards
covering ordinary shares of the Company (“Shares”), as set forth in Appendix A attached hereto (the “RSUs”); 

WHEREAS, the Parent has granted Employee certain stock option awards covering Shares as set forth in Appendix A attached hereto (the
“Options”); 
 WHEREAS, Employee will separate from employment with the Company effective December 31, 2015 (the
“Separation Date”); and 
 WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances,
charges, actions, petitions, and demands that the Employee may have against the Company, the Parent and any of the Releasees as defined below, including, but not limited to, any and all claims arising out of or in any way related to Employee’s
employment with or separation from the Company; 
 NOW, THEREFORE, in consideration of the mutual promises made herein, the Company and
Employee hereby agree as follows: 
 COVENANTS 

1. Transition Period. During the period beginning October 1, 2015, through the Separation Date (the “Transition
Period”), the Parties agree that Employee will continue to be employed pursuant to the current terms of his employment, as amended by this Agreement. During the Transition Period, Employee will provide the services set forth in Appendix
B attached hereto. 
 2. Equity Awards. 

a. Stock Options. The Parties agree that as of October 1, 2015, an aggregate of 19,488 Shares subject to all of Employee’s
outstanding Options as set forth in Appendix A will have vested, and as of the Separation Date, subject to Employee’s continued employment with the Company through such date, Employee will have vested in an aggregate of 20,818 Shares
subject to the Options. Any Shares subject to the Options that have not vested as of the Separation Date will be permanently forfeited and never will become vested. The Parties agree that, for purposes of determining the number of Shares subject to
the Options in which Employee will be eligible to vest and that will remain outstanding, Employee will have vested in his Options only up to the Separation Date and no later. Vested Shares underlying Options will remain exercisable for a period of
ninety (90) days following Employee’s termination of employment with the Company, provided that in no event will any Option remain exercisable after the expiration of the maximum term of such Option as set forth in the applicable award
agreement. The Options (including the exercise of any of Employee’s vested Options) will remain subject to the terms and conditions of the award agreements and Company plan(s) under which the Options were granted. 







 b. Restricted Stock Units. Except as set forth in Section 3.f. below, any Shares
covering RSUs that have not vested as of the Separation Date will be permanently forfeited and never will become vested. The Parties agree that, for purposes of determining the number of Shares covering RSUs in which Employee will be eligible to
vest, Employee will have vested in his RSUs only up to the Separation Date and no later. Except as amended by this Agreement, the RSUs will remain subject to the terms and conditions of the award agreements and the Parent plan(s) under which the
RSUs were granted. 
 3. Severance. If Employee remains employed with the Company through the Separation Date, or if prior to the
Separation Date the Company terminates Employee’s employment with the Company other than for Cause (as defined in subsection h. below), then Employee will receive the payments described in this Section 3, as follows: 

a. Salary Severance. The Company will pay Employee a lump sum cash amount equal to $425,000, less all applicable tax withholdings. This
payment will be made to Employee within ten (10) business days after the Separation Date. 
 b. Additional Salary Severance In The
Event of Early Termination. In the event the Employee is terminated other than for Cause before the Separation Date, the Company will pay the Employee a lump sum cash payment in the amount of his base salary for the period of time between the
actual termination date and the Separation date. 
 c. Bonus Severance. The Company will pay Employee a lump sum cash amount of
$138,000 in lieu of the bonus Employee would receive for the Company’s fiscal year 2016 performance, based on a proration of the estimated and assumed performance for the Company’s fiscal year 2016. This payment will be made to Employee
within ten (10) business days after the Separation Date. Employee otherwise will not receive, and is not eligible to receive, any other bonus or payment under the Company’s Executive Incentive Plan(s) or any other incentive plan for the
Company’s fiscal year 2016, or otherwise. 
 d. COBRA. The Company shall reimburse Employee for the payments Employee makes for
COBRA coverage for a period of twelve (12) months, provided Employee timely elects and pays for continuation coverage pursuant to the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”), within the time
period prescribed pursuant to COBRA. COBRA reimbursements shall be made by the Company to Employee consistent with the Company’s normal expense reimbursement policy, provided that Employee submits proper documentation to the Company
substantiating his payments for COBRA coverage. Notwithstanding the foregoing in this subsection c., if the Company determines in its sole discretion that it cannot provide the foregoing benefit without potentially violating applicable law
(including, without limitation, Section 2716 of the Public Health Service Act), the Company will, in lieu thereof, provide to Employee a taxable monthly payment in an amount equal to the monthly COBRA premium that Employee would be required to
pay to continue his group health coverage in effect on the last date of employment of Employee with the Company (which amount will be based on the premium for the first month of COBRA coverage), which payments will be made regardless of whether
Employee elects COBRA continuation coverage and will commence in the month following the month in which the Separation Date occurs and will end on the twelfth (12th) month following the
Separation Date. 
 e. Expense Reimbursement. The Company will reimburse Employee for the reasonable business expenses incurred by
Employee up to the Separation Date, in accordance with the Company’s expense reimbursement policy, within twenty (20) business days after the Separation date, provided the Employee submits a business expense report along with a copy of
supporting receipts and documentation to the Company’s Finance department within ten (10) business days after the Separation Date. 

  
 Page 2 of 14 








 f. RSU Vesting Acceleration. As of the Separation Date (or if earlier, the date
Employee’s employment with the Company is terminated by the Company other than for Cause), Employee’s RSUs will accelerate vesting with respect to 
  

	 	(1)	2,583 shares subject to his RSU award granted February 9, 2012, such that an aggregate of 10,331 shares will have vested under such award and no more; 


 

	 	(2)	4,092 shares subject to his RSU awards granted August 23, 2012, such that an aggregate of 16,366 shares will have vested under such award and no more; 


 

	 	(3)	4,167 shares subject to his RSU award granted November 8, 2012, such that an aggregate of 16,667 shares will have vested under such award and no more; 


 

	 	(4)	10,000 shares subject to his RSU award granted August 9, 2013, such that an aggregate of 30,000 shares will have vested under such award and no more; 


 

	 	(5)	12,450 shares subject to his RSU award granted October 19, 2014, such that an aggregate of 24,900 shares will have vested under such award and no more; and 


 

	 	(6)	7,321 shares subject to his RSU award granted August 20, 2015, such that an aggregate of 7,321 shares will have vested under such award and no more. 


g. Outplacement. Employee will be eligible for reimbursement of up to $100,000 for reasonable outplacement employment services, as
reasonably determined by the Company, following the Separation Date. 
 h. Office Expense Reimbursement. Employee also will be
eligible for reimbursement of up to $710/month for the continuing office rental and related telephone, utilities and Internet expenses incurred for a period up to, but not exceeding, 12 months from the Termination Date, or the date he obtains other
employment, whichever is earlier; provided the Employee submits a report for such expenses along with a copy of supporting receipts and documentation to the Company’s Finance department at 3 month intervals or sooner. 

i. Cause Definition. For purposes of this Agreement, “Cause” will have the same meaning as the definition of
“good cause” as set forth in the Offer Letter. 
 4. Benefits. Employee’s health insurance benefits shall cease on
December 31, 2015, subject to Employee’s right to continue his health insurance under COBRA. Employee’s participation in all benefits and incidents of employment, including, but not limited to, vesting in Equity Awards, and the
accrual of bonuses, vacation, and paid time off, will cease as of the Separation Date. 
 5. Salary and Other Compensation
Acknowledgements. Employee acknowledges and represents that the Company has paid Employee all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement
costs, fees, reimbursable expenses, commissions, stock, stock options, vesting, and any and all other benefits and compensation due to Employee through the date hereof, except for Employee’s accrued paid time off, which will continue to remain
outstanding and will be paid on the date of Employee’s termination of employment with the Company, and Employee’s outstanding Equity Awards as described above, which will continue to be governed by their applicable terms (including
vesting) following the date hereof. For avoidance of doubt, nothing in this Section 5 is intended to reduce the payments the Company is required to pay Employee as provided under Sections 1 through 3 of this Agreement. The Parties acknowledge
and agree that as of December 31, 2015, Employee will have accrued a total of two hundred forty (240) hours of paid time off, payment for which will be made within ten (10) business days of the Separation Date. 

  
 Page 3 of 14 








 6. Release of Claims. Employee agrees that the foregoing consideration represents
settlement in full of all outstanding obligations owed to Employee by the Company, the Parent, TriNet (“TriNet”), and the Company’s, the Parent’s and TriNet’s current and former officers, directors, employees,
agents, investors, attorneys, shareholders, administrators, affiliates, benefit plans, plan administrators, insurers, trustees, divisions, and subsidiaries, and predecessor and successor corporations and assigns (collectively, the
“Releasees”). Employee, on his own behalf and on behalf of his respective heirs, family members, executors, agents, and assigns, hereby and forever releases the Releasees from, and agrees not to sue concerning, or in any manner to
institute, prosecute, or pursue, any claim, complaint, charge, duty, obligation, demand, or cause of action relating to any matters of any kind, whether presently known or unknown, suspected or unsuspected, that Employee may possess against any of
the Releasees arising from any omissions, acts, facts, or damages that have occurred up until and including the Effective Date of this Agreement, including, without limitation: 

a. any and all claims relating to or arising from Employee’s employment relationship with the Company and the termination of that
relationship; 
 b. any and all claims relating to, or arising from, Employee’s right to purchase, or actual purchase of shares of
stock of the Parent, including, without limitation, any claims for fraud, misrepresentation, breach of fiduciary duty, breach of duty under applicable state corporate law, and securities fraud under any state or federal law; 

c. any and all claims for wrongful discharge of employment; termination in violation of public policy; discrimination; harassment;
retaliation; breach of contract, both express and implied; breach of covenant of good faith and fair dealing, both express and implied; promissory estoppels; negligent or intentional infliction of emotional distress; fraud; negligent or intentional
misrepresentation; negligent or intentional interference with contract or prospective economic advantage; unfair business practices; defamation; libel; slander; negligence; personal injury; assault; battery; invasion of privacy; false imprisonment;
conversion; and disability benefits; 
 d. any and all claims for violation of any federal, state, or municipal statute, including, but not
limited to, Title VII of the Civil Rights Act of 1964; the Civil Rights Act of 1991; the Rehabilitation Act of 1973; the Americans with Disabilities Act of 1990; the Equal Pay Act; the Fair Labor Standards Act; the Fair Credit Reporting Act; the Age
Discrimination in Employment Act of 1967; the Older Workers Benefit Protection Act; the Employee Retirement Income Security Act of 1974; the Worker Adjustment and Retraining Notification Act; the Family and Medical Leave Act; the Sarbanes-Oxley Act
of 2002; the California Family Rights Act; the California Labor Code; the California Workers’ Compensation Act; and the California Fair Employment and Housing Act; 

e. any and all claims for violation of the federal or any state constitution; 

f. any and all claims arising out of any other laws and regulations relating to employment or employment discrimination; 

g. any claim for any loss, cost, damage, or expense arising out of any dispute over the non-withholding or other tax treatment of any of the
proceeds received by Employee as a result of this Agreement; and 
 h. any and all claims for attorneys’ fees and costs. 

Employee agrees that the release set forth in this section shall be and remain in effect in all respects as a complete general release as to the matters
released. This release does not extend to any obligations incurred under this Agreement. This release does not release claims that cannot be released as a matter of law, including, but not limited to, Employee’s right to file a charge with or
participate in a charge by the 

  
 Page 4 of 14 








 
Equal Employment Opportunity Commission, or any other local, state, or federal administrative body or government agency that is authorized to enforce or administer laws related to employment,
against the Company (with the understanding that any such filing or participation does not give Employee the right to recover any monetary damages against the Company; Employee’s release of claims herein bars Employee from recovering such
monetary relief from the Company). Notwithstanding the foregoing, Employee acknowledges that any and all disputed wage claims that are released herein shall be subject to binding arbitration in accordance with Section 17, which precludes
Employee from filing a claim with the Division of Labor Standards Enforcement. Employee represents that he has made no assignment or transfer of any right, claim, complaint, charge, duty, obligation, demand, cause of action, or other matter waived
or released by this Section. 
 7. Acknowledgment of Waiver of Claims under ADEA. Employee understands and acknowledges that he is
waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee understands and agrees that this waiver and release
does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Agreement. Employee understands and acknowledges that the consideration given for this waiver and release is in addition to anything of value to
which Employee was already entitled. Employee further understands and acknowledges that he has been advised by this writing that: (a) he should consult with an attorney prior to executing this Agreement; (b) he has twenty-one
(21) days within which to consider this Agreement; (c) he has seven (7) days following his execution of this Agreement to revoke this Agreement; (d) this Agreement shall not be effective until after the revocation period has
expired; and (e) nothing in this Agreement prevents or precludes Employee from challenging or seeking a determination in good faith of the validity of this waiver under the ADEA, nor does it impose any condition precedent, penalties, or costs
for doing so, unless specifically authorized by federal law. In the event Employee signs this Agreement and returns it to the Company in less than the 21-day period identified above, Employee hereby acknowledges that he has freely and voluntarily
chosen to waive the time period allotted for considering this Agreement. 
 8. California Civil Code Section 1542. Employee
acknowledges that he has been advised to consult with legal counsel and is familiar with the provisions of California Civil Code Section 1542, a statute that otherwise prohibits the release of unknown claims, which provides as follows: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR. 
 Employee, being aware of
said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect. 

9. No Pending or Future Lawsuits. Employee represents that he has no lawsuits, claims, or actions pending in his name, or on behalf of
any other person or entity, against the Company, the Pareent or any of the other Releasees. Employee also represents that he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against the Company, the
Parent or any of the other Releasees. 
 10. Application for Employment. Employee understands and agrees that, as a condition of this
Agreement, Employee shall not be entitled to any employment with the Company, and Employee hereby waives any right, or alleged right, of employment or re-employment with the Company. Employee further agrees not to apply for employment with the
Company and not to otherwise pursue an independent contractor or vendor relationship with the Company. 
 11. Trade Secrets and
Confidential Information/Company Property. Employee reaffirms and agrees to observe and abide by the terms of the Confidentiality Agreement, specifically including the provisions therein regarding nondisclosure of the Company’s and the
Parent’s and their customers’ trade secrets and confidential and proprietary information. Employee agrees to return all documents or 

  
 Page 5 of 14 








 
correspondence and all manuals, letters, notes, notebooks, reports and other material of a secret or confidential nature provided to Employee by the Company, developed or obtained by Employee in
connection with his employment with the Company, or otherwise belonging to the Company or the Parent. The Parties agree that the severance payments and benefits set forth in this Agreement are conditioned upon Employee having returned all
Company property, no later than the Separation Date. Such Company property shall be returned directly to Toh Seng Ng in the Company’s Finance department. 

12. No Cooperation. Employee agrees that he will not knowingly encourage, counsel, or assist any attorneys or their clients in the
presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints by any third party against any of the Releasees, unless under a subpoena or other court order to do so or as related directly to the ADEA waiver in
this Agreement. Employee agrees both to immediately notify the Company upon receipt of any such subpoena or court order, and to furnish, within three (3) business days of its receipt, a copy of such subpoena or other court order. If approached
by anyone for counsel or assistance in the presentation or prosecution of any disputes, differences, grievances, claims, charges, or complaints against any of the Releasees, Employee shall state no more than that he cannot provide counsel or
assistance. 
 13. Non-disparagement. Employee agrees to refrain from any disparagement, defamation, libel, or slander of any of the
Releasees, and agrees to refrain from any tortious interference with the contracts and relationships of any of the Releasees. Employee shall direct any inquiries by potential future employers to Toh Seng Ng, the Company’s Chief Financial
Officer at TSNg@fabrinet.co.th, or c/o Fabrinet USA, 3736 Fallon Road, #428, Dublin, CA 94568. 
 14. Breach. In addition to
the rights provided in the “Attorneys’ Fees” section below, Employee acknowledges and agrees that any material breach of this Agreement, unless such breach constitutes a legal action by Employee challenging or seeking a determination
in good faith of the validity of the waiver herein under the ADEA, or of any provision of the Confidentiality Agreement shall entitle the Company immediately to recover and/or cease providing the consideration provided to Employee under this
Agreement and to obtain damages, except as otherwise provided by law. 
 15. No Admission of Liability. Employee understands and
acknowledges that this Agreement constitutes a compromise and settlement of any and all actual or potential disputed claims by Employee. No action taken by the Company hereto, either previously or in connection with this Agreement, shall be deemed
or construed to be (a) an admission of the truth or falsity of any actual or potential claims or (b) an acknowledgment or admission by the Company of any fault or liability whatsoever to Employee or to any third party. 

16. Costs. The Parties shall each bear their own costs, attorneys’ fees, and other fees incurred in connection with the
preparation of this Agreement. 
 17. ARBITRATION. THE PARTIES AGREE THAT ANY AND ALL DISPUTES ARISING OUT OF THE TERMS OF THIS
AGREEMENT, THEIR INTERPRETATION, AND ANY OF THE MATTERS HEREIN RELEASED, SHALL BE SUBJECT TO ARBITRATION IN SANTA CLARA COUNTY, BEFORE JUDICIAL ARBITRATION & MEDIATION SERVICES (“JAMS”), PURSUANT TO ITS EMPLOYMENT ARBITRATION
RULES & PROCEDURES (“JAMS RULES”). THE ARBITRATOR MAY GRANT INJUNCTIONS AND OTHER RELIEF IN SUCH DISPUTES. THE ARBITRATOR SHALL ADMINISTER AND CONDUCT ANY ARBITRATION IN ACCORDANCE WITH CALIFORNIA LAW, INCLUDING THE CALIFORNIA
CODE OF CIVIL PROCEDURE, AND THE ARBITRATOR SHALL APPLY SUBSTANTIVE AND PROCEDURAL CALIFORNIA LAW TO ANY DISPUTE OR CLAIM, WITHOUT REFERENCE TO ANY CONFLICT-OF-LAW PROVISIONS OF ANY JURISDICTION. TO THE EXTENT THAT THE JAMS RULES CONFLICT WITH
CALIFORNIA LAW, CALIFORNIA LAW SHALL TAKE PRECEDENCE. THE DECISION OF THE ARBITRATOR SHALL BE FINAL, CONCLUSIVE, AND BINDING ON THE PARTIES TO THE ARBITRATION. THE PARTIES AGREE THAT THE PREVAILING PARTY IN ANY ARBITRATION SHALL BE ENTITLED TO
INJUNCTIVE RELIEF IN ANY COURT OF COMPETENT JURISDICTION TO ENFORCE THE ARBITRATION AWARD. THE PARTIES TO THE ARBITRATION 

  
 Page 6 of 14 








 
SHALL EACH PAY AN EQUAL SHARE OF THE COSTS AND EXPENSES OF SUCH ARBITRATION, AND EACH PARTY SHALL SEPARATELY PAY FOR ITS RESPECTIVE COUNSEL FEES AND EXPENSES; PROVIDED, HOWEVER, THAT THE
ARBITRATOR SHALL AWARD ATTORNEYS’ FEES AND COSTS TO THE PREVAILING PARTY, EXCEPT AS PROHIBITED BY LAW. THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTE BETWEEN THEM RESOLVED IN A COURT OF LAW BY A JUDGE OR JURY. NOTWITHSTANDING
THE FOREGOING, THIS SECTION WILL NOT PREVENT EITHER PARTY FROM SEEKING INJUNCTIVE RELIEF (OR ANY OTHER PROVISIONAL REMEDY) FROM ANY COURT HAVING JURISDICTION OVER THE PARTIES AND THE SUBJECT MATTER OF THEIR DISPUTE RELATING TO THIS AGREEMENT AND THE
AGREEMENTS INCORPORATED HEREIN BY REFERENCE. SHOULD ANY PART OF THE ARBITRATION AGREEMENT CONTAINED IN THIS PARAGRAPH CONFLICT WITH ANY OTHER ARBITRATION AGREEMENT BETWEEN THE PARTIES, THE PARTIES AGREE THAT THIS ARBITRATION AGREEMENT SHALL GOVERN.

 18. Tax Withholdings. The Company will withhold from any payments or benefits under this Agreement all applicable U.S. federal,
state, local and non-U.S. taxes required to be withheld and any other required payroll deductions. 
 19. Tax Consequences. The
Company makes no representations or warranties with respect to the tax consequences of the payments and any other consideration provided to Employee or made on his behalf under the terms of this Agreement. Employee agrees and understands that he is
responsible for payment, if any, of local, state, and/or federal taxes on the payments and any other consideration provided hereunder by the Company and any penalties or assessments thereon. Employee further agrees to indemnify and hold the Company
harmless from any claims, demands, deficiencies, penalties, interest, assessments, executions, judgments, or recoveries by any government agency against the Company for any amounts claimed due on account of (a) Employee’s failure to pay or
the Company’s failure to withhold, or Employee’s delayed payment of, federal or state taxes, or (b) damages sustained by the Company by reason of any such claims, including attorneys’ fees and costs. 

a. Section 409A. The Parties intend that upon Employee’s Separation Date, Employee will have a “separation from
service” within the meaning of Section 409A (as defined below). The provisions of this Agreement and all compensation and benefits provided for under this Agreement are intended to comply with or be exempt from the requirements of
Section 409A so that none of the severance payments and other payments and benefits to be provided hereunder will be subject to the additional tax imposed under Section 409A, and any ambiguities or ambiguous terms herein will be
interpreted to be exempt or so comply. For purposes of clarity, it is the intent of this Agreement that all payments of severance benefits that fall within the “Section 409A Limit” (as defined below) are exempt from Section 409A
pursuant to Treasury Regulation Section 1.409A-1(b)(9), unless otherwise exempt from Section 409A under the short-term deferral rule. The reimbursements under Section 3 are intended to be exempt from Section 409A pursuant to
Section 1.409A-1(b)(9)(v) of the Treasury Regulations. It is the intent of the Parties that all payments of severance benefits that do not qualify for an exemption from Section 409A pursuant to Treasury Regulation
Section 1.409A-1(b)(9) qualify for an alternate exemption from Section 409A or meet the Section 409A requirements regarding time and form of payment. Each payment and benefit payable under this Agreement is intended to constitute a
separate payment for purposes of Section 1.409A-2(b)(2) of the Treasury Regulations. 
 b. For purposes of this Agreement,
“Section 409A” means Section 409A of the Internal Revenue Code of 1986, as amended, and the final regulations and any guidance promulgated thereunder and any applicable state law equivalents (as each may be amended or
promulgated from time to time). 
 c. For purposes of this Agreement, “Section 409A Limit” means two (2) times the
lesser of: (i) Employee’s annualized compensation based upon the annual rate of pay paid to him during his taxable year preceding his taxable year of separation from service as determined under Treasury Regulation
Section 1.409A-1(b)(9)(iii)(A)(1) and any Internal Revenue Service guidance issued with respect thereto; or (ii) the maximum amount that may be taken into account under a qualified plan pursuant to Section 401(a)(17) of the Code for
the year in which Employee’s separation from service occurred. 

  
 Page 7 of 14 








 d. The Parties agree to work together in good faith to consider amendments to this Agreement and
to take such reasonable actions that are necessary, appropriate or desirable to avoid imposition of any additional tax or income recognition prior to actual payment to Employee under Section 409A. In no event will the Company reimburse Employee
for any taxes that may be imposed on Employee as result of Section 409A. 
 20. Authority. The Company represents and warrants
that the undersigned has the authority to act on behalf of the Company and to bind the Company and all who may claim through it to the terms and conditions of this Agreement. Employee represents and warrants that he has the capacity to act on his
own behalf and on behalf of all who might claim through him to bind them to the terms and conditions of this Agreement. Each Party warrants and represents that there are no liens or claims of lien or assignments in law or equity or otherwise of or
against any of the claims or causes of action released herein. 
 21. No Representations. Employee represents that he has had an
opportunity to consult with an attorney, and has carefully read and understands the scope and effect of the provisions of this Agreement. Employee has not relied upon any representations or statements made by the Company or the Parent that are not
specifically set forth in this Agreement. 
 22. Severability. In the event that any provision or any portion of any provision hereof
or any surviving agreement made a part hereof becomes or is declared by a court of competent jurisdiction or arbitrator to be illegal, unenforceable, or void, this Agreement shall continue in full force and effect without said provision or portion
of provision. 
 23. Attorneys’ Fees. Except with regard to a legal action challenging or seeking a determination in good faith
of the validity of the waiver herein under the ADEA, in the event that either Party brings an action to enforce or effect its rights under this Agreement, the prevailing Party shall be entitled to recover its costs and expenses, including the costs
of mediation, arbitration, litigation, court fees, and reasonable attorneys’ fees incurred in connection with such an action. 
 24.
Entire Agreement. This Agreement represents the entire agreement and understanding between the Company and Employee concerning the subject matter of this Agreement and Employee’s employment with and separation from the Company and the
events leading thereto and associated therewith, and supersedes and replaces any and all prior agreements and understandings concerning the subject matter of this Agreement and Employee’s relationship with the Company, including the Offer
Letter, but excluding the Confidentiality Agreement and the Equity Award agreements and the Parent plan(s) under which such Equity Awards were granted. 

25. No Oral Modification. This Agreement may be amended only in a writing signed by Employee and the Company’s Chief Executive
Officer. 
 26. Governing Law. This Agreement shall be governed by the laws of the State of California, without regard for
choice-of-law provisions. Employee consents to personal and exclusive jurisdiction and venue in the State of California. Should any legal action be brought to enforce the terms of this Agreement, this Agreement may be introduced into evidence
notwithstanding any prohibitions that may exist in California Evidence Code. 
 27. Effective Date. Employee understands that this
Agreement shall be null and void if not executed by him within twenty-one (21) days. Employee has seven (7) days after he signs this Agreement to revoke it by certified mail addressed to: Toh Seng Ng, c/o Fabrinet USA, 3736 Fallon Road,
#428, Dublin, CA 94568. This Agreement will become effective on the eighth (8th) day after Employee signed this Agreement, so long as it has been signed by the Parties and has not been revoked by Employee before that date (the
“Effective Date”). 

  
 Page 8 of 14 








 28. Counterparts. This Agreement may be executed in counterparts and by facsimile, and
each counterpart and facsimile shall have the same force and effect as an original and shall constitute an effective, binding agreement on the part of each of the undersigned. 

29. Officer Positions. The Company shall use its best efforts to remove Employee from positions as officer of the Company or the
Parent, if any, within ninety (90) days of the Effective Date of this Agreement. 
 30. Voluntary Execution of Agreement.
Employee understands and agrees that he executed this Agreement voluntarily, without any duress or undue influence on the part or behalf of the Company or any third party, with the full intent of releasing all of his claims against the Company and
any of the other Releasees. Employee acknowledges that: 
 (a) he has read this Agreement; 

(b) he has been represented in the preparation, negotiation, and execution of this Agreement by legal counsel of his own choice or has elected
not to retain legal counsel; 
 (c) he understands the terms and consequences of this Agreement and of the releases it contains; and 

(d) he is fully aware of the legal and binding effect of this Agreement. 

IN WITNESS WHEREOF, the Parties have executed this Agreement on the respective dates set forth below. 

 

							
		 		 	John Marchetti, an individual
			
	Dated: September 28, 2015	 		 	 /s/ John Marchetti

		 		 	John Marchetti
			
		 		 	FABRINET USA, INC.
				
	Dated: September 29, 2015	 		 	By: 	 	/s/ Toh-Seng Ng
		 		 		 	 Toh-Seng Ng
 Chief Financial
Officer

				
	Dated: September 29, 2015	 		 	By: 	 	/s/ David T. Mitchell
		 		 		 	 David T. Mitchell
 Chief Executive
Officer



  
 Page 9 of 14 








 APPENDIX A 

Schedule of Employee Equity Awards (1) (2) 
  

															
	 Type of

Award
	  	
Grant
 Date
	  	Vesting
Commence-
Date	  	
Shares

Subject
to Award
	  	
Per Share
Exercise

Price
	  	
Vested &
 Unsold Options 

& RSU’s on

10/1/15
	  	RSUs
Accelerating
on Separation
Date	  	
Shares
 Vested

on
 Separation

Date

	Option	  	02/09/12	  	01/16/12	  	21,260	  	$19.36	  	19,488	  	0	  	20,818
	RSU	  	02/09/12	  	01/16/12	  	10,331	  	$0	  	0	  	2,583	  	2,583
	RSU	  	08/23/12	  	08/23/12	  	16,366	  	$0	  	0	  	4,092	  	4,092
	RSU	  	11/08/12	  	08/23/12	  	16,667	  	$0	  	0	  	4,167	  	4,167
	RSU	  	08/09/13	  	08/09/13	  	40,000	  	$0	  	0	  	10,000	  	10,000
	RSU	  	10/19/14	  	08/15/14	  	49,800	  	$0	  	0	  	12,450	  	12,450
	RSU	  	08/20/15	  	08/20/15	  	29,282	  	$0	  	0	  	7,321	  	7,321

  

	(1)	Represents all outstanding Equity Awards held by Employee. 

  

	(2)	Subject to the terms and conditions of this Agreement, and to Employee’s continued employment with the Company through the Separation date, December 31, 2015 (or, if earlier, the date Employee’s
employment with the Company is terminated by the Company other than for Cause), Employee’s RSUs will accelerate vesting on the date of Employee’s termination of employment with respect to additional RSUs as follows: 


 

	 	(a)	2,583 shares from his award of 10,331 RSUs granted February 9, 2012, such that an aggregate of 10,331 shares will have vested under such award and no more; 


 

	 	(b)	4,092 shares from his award of 16,366 RSUs granted August 23, 2012, such that an aggregate of 16,366 shares will have vested under such award and no more; 


 

	 	(c)	4,167 shares from his award of 16,667 RSUs also granted November 8, 2012, such that an aggregate of 16,667 shares will have vested under such award and no more; 


 

	 	(d)	10,000 shares from his award of 40,000 RSUs granted August 9, 2013, such that an aggregate of 30,000 shares will have vested under such award and no more; 


 

	 	(e)	12,450 shares from his award of 49,800 RSUs granted October 19, 2014, such that an aggregate of 24,900 shares will have vested under such award and no more; and 


 

	 	(f)	7,321 shares from his award of 29,282 RSUs granted August 20, 2015, such that an aggregate of 7,321 shares will have vested under such award and no more. 


  
 Page 10 of 14 








 APPENDIX B 

During the Transition Period, Employee’s duties and responsibilities will include (but not be limited to) the following: 

  
 Page 11 of 14 








 EXHIBIT A 

SUPPLEMENTAL RELEASE AGREEMENT 

This Supplemental Release Agreement (the “Supplemental Release Agreement”) is entered into as of December 31, 2015, by
and between Fabrinet USA, Inc. (the “Company”) and John Marchetti (“Employee”) (collectively, the “Parties”). Any terms capitalized and not specifically defined herein shall have the meaning
ascribed to them under the Separation Agreement and Release, dated October 1, 2015 (the “Separation Agreement”). 

WHEREAS, the Parties wish to resolve any and all disputes, claims, complaints, grievances, charges, actions, petitions, and demands that
Employee may have against the Company and any of the Releasees, including, but not limited to, any and all claims arising out of or in any way related to Employee’s employment with and services to the Company, including, but not limited to,
from the Effective Date of the Separation Agreement through the Effective Date of this Supplemental Release Agreement. 
 NOW, THEREFORE, in
consideration of the mutual promises made herein, the Company and Employee hereby agree as follows: 
 1. Consideration. The Company
agrees to pay Employee the severance benefits described in the Separation Agreement, pursuant to the terms and conditions thereof. 
 2.
Acknowledgements and Agreements. 
 a. Employee hereby verifies and confirms his renewed agreement to the terms of the Separation
Agreement, including but not limited to the release and waiver of any and all claims relating to his employment with the Company, and further extends such renewed release and waiver to any claims that may have arisen during the Transition Period as
defined therein, including but not limited to claims under any local ordinance or state or federal employment law, including laws prohibiting discrimination in employment on the basis of race, sex, age, disability, national origin, or religion, as
well as any claims for wrongful discharge, breach of contract, attorneys’ fees, costs, or any claims of amounts due for fees, commissions, stock options, expenses, salary, bonuses, profit sharing or fringe benefits, and any and all claims
otherwise described in Section 6 of the Separation Agreement (the “Supplemental Release”). 
 b. Employee’s
signature below constitutes his certification under penalty of perjury that (i) he has returned all documents and other items (including but not limited to correspondence and all manuals, letters, notes, notebooks, reports and other material of
a secret or confidential nature, files, records, computer access codes and instruction manuals, and any Company assets or equipment that Employee has in his possession or under his control) provided to Employee by the Company, developed or obtained
by Employee in connection with his employment with the Company, or otherwise belonging to the Company, (ii) he has returned to the Company in good working order all keys, files, records (and copies thereof), access or credit cards, Company
identification, Company vehicles and any other Company-owned property in Employee’s possession or control and have left intact all electronic Company documents, including, but not limited to, those that Employee developed or helped to develop
during his employment with the Company, and (iii) he has cancelled all accounts for his benefit, if any, in the Company’s name, including, but not limited to, credit cards, telephone charge cards, cellular phone and/or pager accounts and
computer accounts. 
 c. Employee acknowledges and represents that, other than the consideration set forth in this Supplemental Release
Agreement, the Company will have paid all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, reimbursable expenses, commissions, stock, stock
options, vesting, and any and all other benefits and compensation due to Employee as of the Effective Date of this Supplemental Release Agreement. Employee further acknowledges and represents that he has received any leave to which he was entitled
or which he requested, if any, under the Family Medical Leave Act, and that he did not sustain any workplace injury, during his employment with the Company. 

  
 Page 12 of 14 








 d. The Parties agree that Employee will be considered to have vested in the stock options,
restricted stock units and any other equity awards covering ordinary shares of the Parent through the Separation Date as specified in the Separation Agreement and no more. Each such equity award shall continue to be governed by the terms and
conditions of the applicable award agreement and the Parent plan under which such equity award was granted. 
 3. ADEA. Employee
understands and acknowledges that he is waiving and releasing any rights he may have under the Age Discrimination in Employment Act of 1967 (“ADEA”), and that this waiver and release is knowing and voluntary. Employee understands
and agrees that this waiver and release does not apply to any rights or claims that may arise under the ADEA after the Effective Date of this Supplemental Release Agreement. Employee understands and acknowledges that the consideration given for this
waiver and release is in addition to anything of value to which Employee was already entitled. 
 4. Acknowledgments and Right to
Revoke. Employee acknowledges that he has been given twenty-one (21) days after receipt of this Supplemental Release Agreement to consider this Supplemental Release Agreement. By signing this Supplemental Release Agreement, Employee
acknowledges that he was offered a period of at least twenty-one (21) days to consider the terms of this Supplemental Release Agreement but, to the extent not taken, Employee chooses to waive this consideration period. In no event may Employee
execute this Supplemental Release Agreement prior to the Separation Date. If Employee does not accept this Supplemental Release Agreement within three (3) days following the Separation Date, it will become null and void. Employee is advised to
consult with an attorney prior to executing this Supplemental Release Agreement. Employee represents and agrees that he fully understands his right to discuss all aspects of this Supplemental Release Agreement with his private attorney, that he has
availed himself of this right, that he has carefully read and fully understands all of the provisions of this Supplemental Release Agreement, and that he is voluntarily entering into this Supplemental Release Agreement. Employee understands and
agrees that the waiver of rights contained in this Supplemental Release Agreement is only an exchange for the consideration specified herein, and that he otherwise would not be entitled to such consideration. Once Employee has signed the
Supplemental Release Agreement, Employee can revoke his acceptance within seven (7) days by so notifying Toh Seng Ng, Finance Department, c/o Fabrinet USA, 3736 Fallon Road, #428, Dublin, CA 94566, fax number: (65) 6238-8793. This
Supplemental Release Agreement will become effective on the eighth (8th) day following Employee signing it (the “Effective Date”). 

5. Entire Agreement. This Supplemental Release Agreement represents the entire agreement and understanding between the Company and
Employee concerning the subject matter of this Supplemental Release Agreement and Employee’s employment with and separation from the Company and the events leading thereto and associated therewith, and supersedes and replaces any and all prior
agreements and understandings concerning the subject matter of this Supplemental Release Agreement and Employee’s relationship with the Company, with the exception of the Separation Agreement, the Confidentiality Agreement and the Equity Award
agreements and the Parent plan(s) under which such Equity Awards have been granted (to the extent such equity awards have not been modified by the Separation Agreement and/or this Supplemental Release Agreement). 

\\\ 
 \\\ 

\\\ 

  
 Page 13 of 14 








 IN WITNESS WHEREOF, the Parties have executed this Supplemental Release Agreement on the
respective dates set forth below. 
  

							
		 		 	John Marchetti, an individual
			
	Dated: _______________ , 2015	 		 	  

		 		 	John Marchetti
			
		 		 	FABRINET USA, INC.
				
	Dated: _______________ , 2015	 		 	By:	 	 
		 		 		 	 Toh Seng Ng
 Chief Financial
Officer



  
 Page 14 of 14