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Exhibit 10.2(d)
NON-U.S. EMPLOYEES
STOCK OPTION TERMS AND
CONDITIONS
FOR GRANTS ON OR AFTER
DECEMBER 15, 2005
Congratulations on being granted stock
options under Spansion’s 2005 Equity Incentive Plan. The
number of shares of your grant, the exercise price and the vesting
schedule are in your stock option Grant Notice. Your grant is
subject to the provisions of your Grant 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 Grant Notice and the
other Plan documents, which are available on the E*Trade 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 Grant Notice if you are an active employee of Spansion or
its subsidiary (“Spansion”) 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
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If Spansion
experiences a “Change in Control” as described in the
Plan, your outstanding unvested stock options may become 100%
vested and exercisable, 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,
outstanding unexercised options 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 Spansion service and your Spansion employment
is terminated due to your death or total disability, you become
immediately vested as of the employment termination date in options
that would have vested in the calendar year in which the employment
terminated.
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There is no
such accelerated vesting of options if your Spansion employment is
terminated because of your death or disability and you have less
than 15 years of Spansion service.
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See the section “Termination of
Employment” for information on length of time to exercise
after employment termination.
Exercising Your Vested Stock
Options
Once your options vest, they are
available for you to exercise (purchase Spansion common stock at
the exercise price) until they expire or terminate, whichever is
earlier. Your final opportunity to exercise your vested options is
the earlier of the last regular trading day of Spansion before the
Expiration Date of the options, or the last regular trading day of
Spansion before the options terminate in the case of an earlier
termination of the options. (If you wait until the last possible
day to exercise your options, please remember that a limit order
— a request to sell shares at a certain dollar amount —
may not take place on the same day, and you risk the possibility of
your options expiring.)
To exercise vested options, you must:
provide E*Trade with notice of the number of shares you wish to
purchase and pay the total exercise price, and any required tax
withholdings. For more information on how to exercise vested
options, see <<name document and/or link>>
You may not exercise an option for a
fractional share of stock.
Other Requirements to Receive
Shares
You must (i) open and maintain an
E*Trade brokerage account and (ii) accept your grant on the
E*Trade site. You agree that Spansion may refuse to deliver shares
to you if you fail to comply with your obligations under the
Terms.
Tax Payments
You agree to be responsible for any and
all required taxes that may result from your exercise of options,
and you agree that Spansion may deduct from your pay funds to cover
any applicable withholding taxes.
Early Termination of Your Stock
Options
Your Grant Notice discloses the
Expiration Date for your options. However, there are situations
where your options may terminate before the Expiration Date. For
example:
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If your
Spansion employment terminates before the Expiration Date, your
unvested options terminate immediately and your vested options will
terminate within a certain period of time after the employment
termination date. For details on these time periods, see the
Termination of Employment section, below.
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If your
employment becomes inactive under an approved separation agreement,
unless the separation agreement provides otherwise, your unvested
options terminate as of the date your employment becomes
inactive.
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Upon certain
corporate events described in the Plan, options that have been
accelerated to vest before the event, but that you have not yet
exercised, may terminate at the time of the event.
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Termination of Employment
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All unvested
options terminate immediately when your Spansion employment
terminates.
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The table
below shows how long you have after your employment termination
date to exercise vested options that have not expired.
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At the close
of business on the last day o
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