Exhibit 10.3(b)
U.S. EMPLOYEES
STOCK OPTION TERMS AND CONDITIONS
FOR AWARDS UNDER 2007 EQUITY INCENTIVE
PLAN
Congratulations on being granted
stock options under Spansion’s 2007 Equity Incentive Plan.
The number of shares of your award, the exercise price and the
vesting schedule are in your stock option Award Notice. Your award
is subject to the provisions of your Award Notice, these Terms and
Conditions, and the Plan document (collectively, the
“Terms”). Your options are non-qualified options and
are not intended to qualify as “incentive stock
options” under Section 422 of the U.S. Internal Revenue
Code. Your options have been granted to you in addition to, and not
instead of, any other form of compensation.
In addition to these Terms and
Conditions, you should carefully read your Award Notice and the
other Plan documents, which are available on the Company’s
designated stock administrator’s web site.
Vesting of Your Stock
Options
Except as stated below, your options
that have not expired or terminated vest according to the schedule
in your Award Notice if you are an active employee of Spansion or
its subsidiaries through the entire vesting period. You may
exercise the options (i.e, purchase shares) only after they have
vested. Once options vest, you have the right to exercise them
until they expire or terminate.
If Spansion Experiences Certain
Corporate Events
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If Spansion experiences a
“Change in Control” as described in the Plan, your
outstanding unvested stock options may become 100% vested and
exercisable, at Spansion’s discretion.
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If Spansion undergoes certain
other corporate events described in the Plan where it does not
survive, or does not survive as a public company, outstanding
unexercised options will become 100% vested.
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If You Die or Become Totally
Disabled
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If you have at least 15 years of
service and your employment is terminated due to your death or
total disability, you become immediately vested as of the
employment termination date in options that would have vested in
the calendar year in which the employment terminated.
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There is no such accelerated
vesting of options if your employment is terminated because of your
death or disability and you have less than 15 years o
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