OPTION AWARD AGREEMENT FOR SECTION 102(b)(2) OPTIONS GRANTED UNDER THE SAIFUN SEMICONDUCTORS LTD. 2003 SHARE OPTION PLANOption Award Agreement • May 13th, 2009 • Spansion Inc. • Semiconductors & related devices • Delaware
Congratulations on being granted Spansion stock options under the Spansion Inc. 2007 Equity Incentive Plan (the “Plan”). Your award is subject to the provisions of the Plan, this Option Award Agreement (the “Agreement”), the agreement between Spansion (the “Company”) and the Trustee (the “Trust Agreement”) and Section 102 of the Israeli Income Tax Ordinance (New Version), 1961 and any regulations, rules or orders promulgated thereunder, including the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003, all as amended from time to time (collectively, “Section 102”).
RESTRICTED STOCK UNIT AWARD AGREEMENT FOR SECTION 102(b)(2) RSUs GRANTED UNDER THE SAIFUN SEMICONDUCTORS LTD. 2003 SHARE OPTION PLANRestricted Stock Unit Award Agreement • May 13th, 2009 • Spansion Inc. • Semiconductors & related devices • Delaware
Congratulations on being granted Spansion RSUs under the Spansion Inc. 2007 Equity Incentive Plan (the “Plan”). Your award is subject to the provisions of the Plan, this Award Agreement (the “Agreement”), the agreement between Spansion (the “Company”) and the Trustee (the “Trust Agreement”) and Section 102 of the Israeli Income Tax Ordinance (New Version), 1961 and any regulations, rules or orders promulgated thereunder, including the Income Tax Rules (Tax Relief for Issuance of Shares to Employees), 2003, all as amended from time to time (collectively, “Section 102”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 13th, 2009 • Spansion Inc. • Semiconductors & related devices • California
This Separation Agreement and Release (“Agreement”) is made by and between Robert C. Melendres (“Executive”) and Spansion, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
AMENDMENT NO. 5 TO CREDIT AGREEMENT AND AMENDMENT NO. 3 TO SECURITY AGREEMENTSecurity Agreement • May 13th, 2009 • Spansion Inc. • Semiconductors & related devices • California
The adjustment to the Applicable Margins effective on January 1, 2009 will be based on Parent’s and Borrowers’ Fixed Charge Coverage Ratio as reflected in the Financial Statements for the third fiscal quarter of 2008. All subsequent adjustments in the Applicable Margins shall be implemented quarterly on a prospective basis, for each calendar month commencing at least 5 days after the deadline date that such quarterly unaudited or annual audited (as applicable) Financial Statements evidencing the need for an adjustment are required to be delivered pursuant to the terms hereunder. Concurrently with the delivery of each quarterly unaudited or annual audited (as applicable) Financial Statement, the Borrower shall deliver to the Agent a certificate, signed by its chief financial officer or vice president of finance (or any other officer, acceptable to Agent, having similar responsibility and authority), setting forth in reasonable detail the basis for the continuance of, or any change in, t
SEPARATION AGREEMENT AND RELEASESeparation Agreement and Release • May 13th, 2009 • Spansion Inc. • Semiconductors & related devices • California
This Separation Agreement and Release (“Agreement”) is made by and between Dr. Bertrand Cambou (“Executive”) and Spansion, Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
To: The Finance Parties, as defined in the below-mentioned Facility AgreementSpansion Inc. • May 13th, 2009 • 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 Financial Services Corporation (formerly known as GE Capital Leasing Corporation) as Administrative Agent.
AMENDMENT NO. 2 TO THE AMENDED AND RESTATED FOUNDRY AGREEMENT DATED SEPTEMBER 28, 2006Foundry Agreement • May 13th, 2009 • Spansion Inc. • Semiconductors & related devices
THIS AMENDMENT NO. 2 (this “Amendment”) to the Amended and Restated Foundry Agreement made and entered into as of September 28, 2006, as amended effective as of June 19, 2008 (the “Agreement”), by and between Spansion Inc., a Delaware corporation, Spansion Technology, Inc., a Delaware corporation, and Spansion LLC, a Delaware limited liability company, solely in their capacities as guarantors of Spansion’s obligations hereunder and under the Agreement (“Guarantors”), Spansion Japan Limited, a Japanese corporation (“Spansion”), and Fujitsu Limited, a Japanese corporation (“Fujitsu”), and assigned by Fujitsu to Fujitsu Microelectronics Limited, a Japanese corporation (“FML”), effective March 21, 2008, is made and entered into to be effective as of December 31, 2008 (the “Amendment Date”).
To: The Finance Parties, as defined in the below-mentioned Facility AgreementSpansion Inc. • May 13th, 2009 • 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 amendment dated 1 August 2007.
SETTLEMENT AGREEMENTSettlement Agreement • May 13th, 2009 • Spansion Inc. • Semiconductors & related devices • New York
This Settlement Agreement (the “Agreement”) is entered into on March 16, 2009 between Spansion LLC and Spansion, Inc., (together, “Spansion”) and Samsung Electronics Co., Ltd. (“Samsung”) (each, a “Party” and collectively, the “Parties”) for purposes of resolving patent disputes between the parties through licenses and covenants. For good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree to be bound by the following terms:
PERSONAL LEAVE AGREEMENT AND RELEASEPersonal Leave Agreement and Release • May 13th, 2009 • Spansion Inc. • Semiconductors & related devices • California
This Personal Leave Agreement and Release (“Agreement”) is made by and between Dario Sacomani (“Executive”) and Spansion Inc. (the “Company”) (collectively referred to as the “Parties” or individually referred to as a “Party”).
