Exhibit 10.65
February 9, 2006
Dario Sacomani
Dear Dario,
We are pleased to extend to you this
offer of employment to join Spansion LLC (Spansion) in our
Sunnyvale, CA office in the position of Executive Vice President
and Chief Financial Officer reporting to Bertrand Cambou. Your
initial annual base salary will be $375,000.08 per year to be paid
to you bi-weekly.
You will be eligible to participate
in Spansion’s Vice President Incentive Plan, pursuant to the
terms and conditions of that plan. The plan has a target payout of
60% of base pay. For fiscal year 2006, you will receive one half
($112,500) of the target amount in the form of a sign-on bonus to
be paid pursuant to the terms and conditions of the enclosed
Sign-On Bonus Agreement. You will receive the remainder of the
target amount in 2 nd Quarter 2007, under the terms of the
plan, which include being employed with Spansion at the time of
payout.
You will also be eligible to
participate in the Vice President Long-Term incentive Plan,
pursuant to the terms and conditions of that plan. This plan is
based on rolling three-year sales growth relative to external
benchmarks and ROIC. The target payout under this plan is 30% of
base pay.
Further, subject to the approval of
our Board of Directors, you will be granted an option to purchase
125,000 shares of Spansion Inc. common stock at an exercise price
equal to the closing price of the stock on the date of the grant.
For this initial grant, shares will vest over a 4-year period.
Twenty-five percent of the grant will vest on the one year
anniversary of the grant date, and the remainder of it will vest
quarterly thereafter over the following three years, in
approximately equal installments (assuming continuous active
service).
To assist you with your relocation,
Spansion is offering you relocation benefits, in accordance with
its relocation policy, including the enclosed Relocation Expenses
Agreement.
We understand you would like to
enter into a Change of Control (COC) Agreement with Spansion. These
arrangements are subject to the approval of our Board of Directors,
and we will present this matter to the Board for its ap
