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U.S. NON-EMPLOYEE DIRECTORS
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 a director 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 You Die or Become Totally Disabled