RESTRICTED STOCK UNIT TERMS AND
FOR AWARDS UNDER 2007 EQUITY INCENTIVE
Congratulations on being granted
restricted stock units (RSUs) under Spansion’s 2007 Equity
Incentive Plan. The number of shares of your award and the vesting
schedule are stated in your RSU Award Notice. Your award is subject
to the provisions of your Award Notice, these Terms and Conditions,
and the Plan (collectively, the “Terms”).
In addition to these Terms and
Conditions, you should carefully read your Award Notice and the
other Plan documents, which are available on the designated stock
administrator’s web site.
Vesting of Your RSUs
An RSU represents a commitment by
Spansion to issue one share of Spansion common stock for each RSU
awarded on the date the RSU vests, subject to your meeting all
applicable requirements. The vesting date is the date on which the
restrictions lapse. After vesting, RSUs are converted into
full-value shares of Spansion common stock if the applicable Terms
have been satisfied. Except as otherwise stated below, your RSUs
vest according to the schedule in your Award Notice if you are a
director through the entire vesting period.
If Spansion Experiences