OPTION AWARD AGREEMENT FOR SECTION 102(b)(2) OPTIONS GRANTED UNDER THE SAIFUN SEMICONDUCTORS LTD. 2003 SHARE OPTION PLAN (As Amended and Restated Effective March 10, 2008)Option Award Agreement • May 8th, 2008 • Spansion Inc. • Semiconductors & related devices • Delaware
Vesting Schedule: 50% of the options shall vest upon the second anniversary of the Date of Grant and then quarterly over the next two years if you are an active employee of Spansion or its subsidiaries through the entire vesting period.
MASTER RENTAL AGREEMENT MACQUARIE ELECTRONICS USA INC. (“Lessor”) SPANSION LLC (“Lessee”)Master Rental Agreement • May 8th, 2008 • Spansion Inc. • Semiconductors & related devices
The Lessor agrees to rent goods to the Lessee on the terms of this Agreement and the relevant Goods Schedule. A Lease Agreement only becomes binding when both the Lessee and the Lessor have signed a Goods Schedule and the Lessor has paid the Purchase Price for the relevant Goods even if the Lessee has paid a Rent Installment to the Lessor, provided Lessor shall return the Rent Installment if the applicable Goods Schedule has not been executed and the applicable Purchase Price has not been paid promptly after Lessor’s receipt of such Rent Installment.
To: Finance Parties, as defined in the below-mentioned Facility AgreementSpansion Inc. • May 8th, 2008 • Semiconductors & related devices
We refer to the senior facility agreement dated 30 March 2007 (the “Facility Agreement”) between, among others, Spansion Japan Limited and GE Capital Leasing Corporation as Administrative Agent and its subsequent amendments dated 1 August and 13 December 2007.
NONCOMPETITION AND RETENTION AGREEMENTNoncompetition and Retention Agreement • May 8th, 2008 • Spansion Inc. • Semiconductors & related devices
THIS NONCOMPETITION AND RETENTION AGREEMENT (this “Agreement”) is entered into as of October 7, 2007, by and among Saifun Semiconductors Ltd., an Israeli company (the “Company”) Spansion, Inc. a Delaware corporation (the “Parent”), Atlantic Star Merger Sub Ltd., an Israeli company and an indirect wholly owned subsidiary of the Parent (“Merger Sub”) and Boaz Eitan, an individual residing in (“Employee”).
TEMPORARY LIVING EXPENSES AND RELOCATION EXPENSES AGREEMENTTemporary Living Expenses and Relocation Expenses Agreement • May 8th, 2008 • Spansion Inc. • Semiconductors & related devices
This Temporary Living Expenses and Relocation Expenses Agreement (the “Agreement”) is entered into by and between Spansion LLC (“SPANSION”) and Dario Sacomani (“Executive”), effective January 1, 2008. Spansion and Executive are sometimes referred to here as the “Parties.” This Agreement incorporates, supersedes and replaces any and all other Relocation Expenses Agreements the Parties may have entered into.
AMENDMENT NO. 4 TO CREDIT AGREEMENT AND CONSENTCredit Agreement and Consent • May 8th, 2008 • Spansion Inc. • Semiconductors & related devices • California
This Amendment No. 4 to Credit Agreement and Consent (this “Amendment”), dated as of March 24, 2008, amends that certain Credit Agreement, dated as of September 19, 2005 (as amended, the “Agreement”), among the financial institutions from time to time parties thereto (such financial institutions, together with their respective successors and assigns, are referred to hereinafter each individually as a “Lender” and collectively as the “Lenders”), Bank of America, N.A., with an office at 55 South Lake Avenue, Suite 900, Pasadena, California 91101, as administrative agent for the Lenders (in its capacity as agent, the “Agent”), Spansion LLC, a Delaware limited liability company (“Borrower”), and Spansion Inc., a Delaware corporation (“Parent”). Capitalized terms used and not otherwise defined herein shall have the meanings assigned to such terms in the Agreement.
OPTION AWARD AGREEMENT FOR SECTION 3(i) OPTIONS GRANTED UNDER THE SAIFUN SEMICONDUCTORS LTD. 2003 SHARE OPTION PLAN (As Amended and Restated Effective March 10, 2008)Option Award Agreement • May 8th, 2008 • Spansion Inc. • Semiconductors & related devices • Delaware
Vesting Schedule: 50% of the options shall vest upon the second anniversary of the Date of Grant and then quarterly over the next two years if you are an active employee of the Company or its subsidiaries through the entire vesting period.
