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Exhibit 10.3(f)
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
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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 service as a Spansion director and your
service terminates due to your death or total disability, you
become immediately vested as of the service termination date in
options that would have vested in the calendar year in which the
service terminated.
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There is no
such accelerated vesting of options if your service terminates
because of your death or disability and you have less than 15 years
of service.
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See the section “Termination of
Vested Stock Options” for information on length of time to
exercise after your service terminates.
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 y
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