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U.S. NON-EMPLOYEE DIRECTORS
RESTRICTED STOCK UNIT TERMS AND CONDITIONS
FOR AWARDS UNDER 2007 EQUITY INCENTIVE PLAN
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 Ce