Exhibit 10.3(g)
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 Certain
Corporate Events
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If Spansion experiences a
“Change in Control” as described in the Plan, your
outstanding RSUs may become 100% vested, 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, your outstanding
RSUs 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 service terminates because of your death or total
disability, you become immediately vested as of the service
termination date in any RSUs that would have vested in the calendar
year in which the service terminated.
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There is no such accelerated
vesting of RSUs if y
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