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Exhibit 10.3(b)




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




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.




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.

If You Die or Become Totally Disabled




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.




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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