Separation Agreement



 Exhibit 10.7 

 
 SEPARATION AGREEMENT AND RELEASE 

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

 
 RECITALS 

 
 WHEREAS, Employee is employed by the Company; 

 
 WHEREAS, Employee was provided an Intellectual Property
Protection Policy Agreement with the Company (the “Confidentiality Agreement”); 
  
 WHEREAS, Employee will separate from employment with the Company effective February 17, 2011 (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 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.      Consideration. 
  

a.      Severance. In consideration of Employee’s timely execution of this Agreement without
revocation, but in no event executed prior to the Separation Date, the Company agrees to provide Employee the following benefits: 
  

i.      Payment. The Company will pay Employee a lump sum equivalent to twelve (12) months of
Employee’s base salary ($375,000) and any earned bonus as of your Separation Date ($281,250), for a total of $656,250.00, less applicable withholding. This payment will be made to Employee within ten (10) business days after the Effective
Date (as defined below in Section 26). Employee further specifically acknowledges and agrees that the consideration provided to him hereunder fully satisfies any obligation that the Company had to pay Employee wages or any other compensation
for any of the services that Employee rendered to the Company, that the amount paid is in excess of any disputed wage claim that Employee may have, that the consideration paid shall be deemed to be paid first in satisfaction of any disputed wage
claim with the remainder sufficient to act as consideration for the release of claims set forth herein, and that Employee has not earned and is not entitled to receive any additional wages or other form of compensation from the Company. 

  
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 ii.      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
documentation to the Company substantiating his payments for COBRA coverage. Notwithstanding the foregoing in this subsection ii., 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. 

 
 2.      Stock. The
Parties agree that, for purposes of determining the number of shares of the Company’s common stock under the Equity Awards in which Employee will be eligible to vest and that will remain outstanding, Employee will have vested in his Equity
Awards only up to the Separation Date and no later. The Equity Awards (including the exercise of any of Employee’s vested options) shall continue to be governed by the terms and conditions of the Company’s Equity Award Agreements and
applicable equity plan. 
  

3.      Benefits. Employee’s health insurance benefits shall cease on the last day of February,
2011, 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 stock options, and the accrual of bonuses,
vacation, and paid time off, will cease as of the Separation Date. 
  
 4.      Payment of Salary and Receipt of All Benefits. Employee acknowledges and represents that, other than the consideration set forth in this Agreement, the Company
has paid or provided all salary, wages, bonuses, accrued vacation/paid time off, premiums, leaves, housing allowances, relocation costs, interest, severance, outplacement costs, fees, commissions, stock, stock options, vesting, and any and all other
benefits and compensation due to Employee. Employee and Company agree that any and all claims for reimbursable expenses will be settled and paid not later than ninety (90) days from the Separation Date. 

 
 5.      Release of
Claims. Employee agrees that the foregoing consideration represents settlement in full of all outstanding obligations owed to Employee by the Company, TriNet Group, Inc. (“TriNet”) and the Company’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 

  
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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 Company, 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 estoppel; 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 nonwithholding 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. 

  
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 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 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 Paragraph 17,
which precludes Employee from filing a claim with the Division of Labor Standards Enforcement. Employee represents that he/she 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. 
  

6.      Acknowledgment of Waiver of Claims under ADEA. Employee understands and acknowledges that he
is waiving and releasing any rights he/she 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. 
  
 7.      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. 

  
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 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. 
  
 8.      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 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 or any of the other Releasees. 

 
 9.      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. Notwithstanding the above, nothing herein prevents Employee from seeking employment with the Company in the future or accepting employment in the event the Company wishes to offer employment to Employee. 

 

10.      Confidentiality. Employee agrees to maintain in complete confidence the existence of this
Agreement, the contents and terms of this Agreement, and the consideration for this Agreement (hereinafter collectively referred to as “Separation Information”). Except as required by law, Employee may disclose Separation Information only
to his immediate family members, the Court in any proceedings to enforce the terms of this Agreement, Employee’s attorney(s), and Employee’s accountant and any professional tax advisor to the extent that they need to know the Separation
Information in order to provide advice on tax treatment or to prepare tax returns, and must prevent disclosure of any Separation Information to all other third parties. Employee agrees that he will not publicize, directly or indirectly, any
Separation Information. 
  
 Employee acknowledges and
agrees that the confidentiality of the Separation Information is of the essence. The Parties agree that if the Company proves that Employee breached this Confidentiality provision, the Company shall be entitled to an award of its costs spent
enforcing this provision, including all reasonable attorneys’ fees associated with the enforcement action, without regard to whether the Company can establish actual damages from Employee’s breach, except to the extent that such breach
constitutes a legal action by Employee that directly pertains to the ADEA. Any such individual breach or disclosure shall not excuse Employee from his obligations hereunder, nor permit him to make additional disclosures. Employee warrants that he
has not disclosed, orally or in writing, directly or indirectly, any of the Separation Information to any unauthorized party. 
  

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 Company’s customers trade secrets and confidential and proprietary information.
Employee’s signature below constitutes his certification under penalty of perjury that he has returned all documents or 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. The Parties agree that the severance payments and benefits set forth in
Section 1.a. of this Agreement 

  
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are conditioned upon Employee having returned all Company property, including but not limited to Company property used in connection with Employee’s home office, no later than ninety
(90) days from the Separation Date. Such Company property shall be returned directly to Paul Kalivas the Company’s General Counsel. 
  

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.      Nondisparagement. 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 Jennifer Predmore of the
Company’s human resources department at (215) 428-1797 or jennifer.predmore@fabrinet.com. 
  
 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 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 

  
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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 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
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 

  
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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 1.a. 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. 
  
 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. 
  
 19.      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. 
  

20.      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 that are not specifically set forth in this Agreement.

  

21.      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 

  
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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. 

 
 22.      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. 

 
 23.      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, with the exception of the
Confidentiality Agreement and the Equity Award Agreements. 
  
 24.      No Oral Modification. This Agreement may only be amended in a writing signed by Employee and the Company’s Chief Executive Officer. 

 
 25.      Governing Law.
This Agreement shall be governed by the laws of the State of California, without regard for choice-of-law provisions. 
  

26.      Effective Date. Employee understands that this Agreement shall be null and void if not
executed by him within twenty-one (21) days. In no event may Employee execute this Agreement prior to the Separation Date. Employee has seven (7) days after he signs this Agreement to revoke it by certified mail addressed to: Paul Kalivas,
639 Tarento Drive, San Diego, CA 92106-2821. 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”). 
  

27.      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. 

 
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 28.      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. 
  

											
		 		 		 	 Nat Mani, an individual

					
	Dated: 	 	February 17	 	 , 2011
	 		 	 /s/ Nat Mani

		 		 		 		 	 Nat Mani

				
		 		 		 	 FABRINET USA, INC.

						
	Dated: 	 	February 17	 	 , 2011
	 		 	 By 
	 	 /s/ David T. Mitchell

		 		 		 		 		 	 David T. Mitchell

Chief Executive Officer



  
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