Indemnification Agreement



 Exhibit 10.28 

May 17, 2010 
 Morgan
Stanley & Co. Incorporated 
 1585 Broadway 

New York, NY 10036 
 Deutsche Bank Securities
Inc. 
 60 Wall Street 
 New York, NY
10005 
 As representatives of the several U.S. underwriters 

and 
 Morgan Stanley & Co.
International plc 
 25 Cabot Square, Canary Wharf 

London E14 4QA 
 United Kingdom 

Deutsche Bank Securities Inc. 
 60 Wall Street

 New York, NY 10005 
 As
representatives of the several international underwriters 
 Ladies and Gentlemen: 

This letter confirms that Fabrinet (the “Company”) has engaged Morgan Stanley & Co. Incorporated and Deutsche Bank Securities Inc., as
representatives of the U.S. underwriters (the “U.S. Underwriters”), and Morgan Stanley & Co. International plc and Deutsche Bank Securities Inc., as representatives of the international underwriters (the “International
Underwriters”, and together with the U.S. Underwriters, the “Underwriters”), to advise and assist the Company in connection with its proposed initial public offering (the “IPO”). 

In order to proceed with the offering and to ensure that all existing shareholders are locked up after the IPO, the Company made a final offer to
Dr. Teera Achariyapaopan and his wife, Ms. Pornphan Priebjrivat, who together beneficially own (either directly or through their affiliates) approximately 3% of the Company’s shares, to sell all or part of their shares in the IPO,
with any unsold shares locked up for 90 days following the IPO (the “Offer”). In connection with their acceptance of the Offer, Dr. Teera Achariyapaopan and Ms. Pornphan Priebjrivat executed a series of documents customarily
required of selling shareholders in U.S.-registered initial public offerings, including among others, a Custody Agreement and Power of Attorney. In addition, the Company’s 







 
shareholders passed a resolution on April 30, 2010 amending the Company’s Memorandum and Articles of Association to include a provision prohibiting for a period of 180 days after the
IPO the sale of shares held by any pre-IPO shareholders that are not sold in the IPO (the “Articles Amendment”, and together with the “Offer”, the “Transaction”). 

In light of the foregoing, the Company agrees to indemnify and hold harmless you and your affiliates and your and their respective officers, directors,
employees and agents and each other person, if any, controlling you or any of your affiliates (you and each such other person being an “Indemnified Person”) from and against any losses, claims, damages or liabilities related to, arising
out of or in connection with the Transaction, and will reimburse each Indemnified Person for all expenses (including fees and expenses of counsel) as they are incurred in connection with investigating, preparing, pursuing or defending any action,
claim, suit, investigation or proceeding related to, arising out of or in connection with the Transaction, whether or not pending or threatened and whether or not any Indemnified Person is a party, subject to an obligation on the part of an
Indemnified Person to repay such reimbursement to the extent it is finally judicially determined that such action, claim, suit, investigation or proceeding resulted from the gross negligence or willful misconduct of such Indemnified Person.

 This agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts executed in
and to be performed in that state. 
  

					
	Very truly yours,
	
	FABRINET
		
	By:	 	/s/ Mark Schwartz
		 	Name:	 	Mark Schwartz
		 	Title:	 	CFO & EVP


 [ADDITIONAL
SIGNATURES ON THE FOLLOWING PAGE] 
  

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	Agreed and accepted as of the
	date first above written:
	
	MORGAN STANLEY & CO.
    INCORPORATED
		
	By:	 	/s/ John D. Tyree
		 	Name: John D. Tyree
		 	 Title:   Managing Director

	
	MORGAN STANLEY & CO.
    INTERNATIONAL PLC
		
	By:	 	/s/ Crawford Jamieson
		 	Name: Crawford Jamieson
		 	 Title:   Managing Director

	
	DEUTSCHE BANK SECURITIES INC.
		
		 	/s/ Alex Vitale
		 	Name: Alex Vitale
		 	 Title:   Managing Director

		
		 	/s/ Ted Tobiason
		 	Name: Ted Tobiason
		 	 Title:   Managing Director



 

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