Fabrinet (NYSE:FN) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
Mr.Ng’s amended and restated offer letter (the “Amended Ng Offer Letter”) confirms Mr.Ng’s current annual base salary of $650,000 and continued car allowance of $1,000 per month, as well as provides for an annual cash bonus opportunity of at least 80% of base salary, which will be earned based on the Compensation Committee’s evaluation of performance objectives established for the applicable year.
In the event Mr.Ng remains continuously employed with the Company through and on December30, 2018, Mr.Ng will become 50% vested on such date in any then-outstanding and unvested equity-based awards granted to him by the Company prior to August 2016, as well as the award of restricted share units covering 40,760 ordinary shares that was granted to him by the Company on August18, 2016 (collectively, the “Ng Acceleration Eligible Awards”).
Mr.Ng and the Company are each free to terminate Mr.Ng’s employment with the Company at any time, effective (i)one year after providing written notice, or (ii)such lesser period ending on December30, 2023 (the “Ng Retirement Date”) to the extent that the written notice is provided within the oneyear period prior to the Ng Retirement Date, provided that Mr.Ng’s employment can be terminated at any time for cause without advance written notice.
Subject to certain conditions, in the event Mr.Ng’s employment is terminated prior to, or within 10 days after, the Ng Retirement Date, either by the Company without “good cause” (as such term is defined in the Amended Ng Offer Letter) and other than due to his death or disability, or by Mr.Ng for any reason, Mr.Ng will receive the following severance benefits: (1)a lump sum payment equal to the sum of (a)his one month’s base salary multiplied by the total number of full and fractional years of his employment with the Company as of his termination date; (b)any earned but unpaid bonus; and (c)two times his cost of COBRA coverage for twelve months; (2)any then-outstanding and unvested performance-based equity awards that remain subject to the achievement of any performance goals (the “Ng Performance Awards”) will remain outstanding and eligible to vest based on the extent that the applicable performance-based or other criteria are satisfied; and (3)continued tax equalization benefits under the Company’s expatriate policy, as in effect on the date of termination, for the calendar year in which the termination date occurs, and the following calendar year.
In the event Mr.Ng’s employment is terminated on account of Mr.Ng’s death or disability on or prior to the Ng Retirement Date, (i)Mr.Ng will become 50% vested immediately prior to his termination date in any then-outstanding and unvested NgAcceleration Eligible Awards and (ii)any then-outstanding and unvested Ng Performance Awards will remain outstanding and eligible to vest based on the extent that the applicable performance-based or other criteria are satisfied. In addition, if Mr.Ng’s employment is terminated on account of Mr.Ng’s death or disability on or after December30, 2018, Mr.Ng will also receive the severance benefits described in clause (1)of the immediately preceding paragraph.
Mr.Ng’s severance benefits are conditioned upon the parties’ entry into a separation agreement and release of claims in favor of the Company.
The foregoing description of the Amended Ng Offer Letter is a summary and is qualified in its entirety by the terms of the Amended Ng Offer Letter, which is incorporated herein by reference and attached to this Current Report on Form 8-K as Exhibit 10.2.
| Item 5.02 | Financial Statements and Exhibits. |
(d) Exhibits.
Fabrinet ExhibitEX-10.1 2 d464395dex101.htm EX-10.1 EX-10.1 Exhibit 10.1 January 9,…To view the full exhibit click here
About Fabrinet (NYSE:FN)
Fabrinet provides optical packaging and precision optical, electro-mechanical and electronic manufacturing services to original equipment manufacturers (OEMs) of products, such as optical communication components, modules and sub-systems, industrial lasers, medical devices and sensors. The Company offers a range of optical and electro-mechanical capabilities across the manufacturing process, including process design and engineering, supply chain management, manufacturing, complex printed circuit board assembly, advanced packaging, integration, final assembly and test. The Company’s customer base includes companies in industries that require precision manufacturing capabilities, such as optical communications, industrial lasers, automotive, medical and sensors. Its customers in these industries support end-markets, including automotive, biotechnology, communications, materials processing, medical devices, metrology and semiconductor processing.