U.S. Non-Employee Directors Stock Option Terms and Conditions



 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 
  

	 	•	 	 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. 


  

	 	•	 	 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. 


 If You Die or Become Totally Disabled 
  

	 	•	 	 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. 


  

	 	•	 	 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.



 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 you risk the possibility of your options expiring.) 
 To exercise vested options, you must: provide the Company’s designated stock administrator with notice of the number of shares you wish to purchase and pay the
total exercise price. 
 You may not exercise an option for a fractional share of stock. 
  

 1 








 Other Requirements to Exercise Your Vested Stock Options 
 You must (i) open and maintain a brokerage account at the Company’s designated stock broker and (ii) not decline an award. If you do not take action as directed in your Award Notice to decline the
award, you are deemed to have accepted the award, subject to all applicable Terms. You may not be allowed to exercise your options if you fail to comply with these Terms. 
 Tax Payments 
 You agree to be responsible for any and all required taxes that may result from your exercise of options.

 Early Termination of Your Stock Options 
 Your Award Notice
discloses the Expiration Date for your options. However, there are other situations than those listed above where your options may terminate before the Expiration Date. For example: 
  

	 	•	 	 If your service terminates before the Expiration Date, your unvested options terminate immediately and your vested options will terminate within a certain period of
time after the service termination date. For details on these time periods, see the Termination of Vested Stock Options section, below. 


  

	 	•	 	 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. 


 Termination of Vested Stock Options 
 The table below shows how long you have after your service terminates to exercise vested options that have not expired. 
 At
the close of business on the last day of the applicable time period, the vested options will terminate. 
  

	 	•	 	 Terminated options will not be reinstated, even if you rejoin Spansion’s board of directors after your current service terminates.



 Months to Exercise Vested Options 
 After Termination of Service 
  

			
	 Years of Service
	  	Months to Exercise
	 Less than 15
	  	12
	 15 but less than 20
	  	24
	 20 or more
	  	36

  

	 	•	 	 In no event will an exercise period extend beyond the Expiration Date of an option. 


  

	 	•	 	 If Spansion terminates your service for what it, in its sole discretion, considers good cause, it has the right to cancel all your options, whether vested or
unvested. 


 Non-Transferability of Stock Options 
 Your stock options and related rights are not transferable except as stated in the Plan. Such transfers include but are not limited to transfers: 
  

	 	•	 	 By a qualified domestic relations order (QDRO), stock options transferred by a QDRO expire twelve months after the date of transfer 


  

	 	•	 	 According to the last valid beneficiary designation you provided Spansion 


  

	 	•	 	 By the laws of descent and distribution if you have no valid beneficiary designation on file with Spansion. 


  

 2 








 Plan Amendment 
 The Plan is
discretionary in nature and Spansion has the right to amend or terminate the Plan, in whole or in part, at any time and for any reason, with or without notice to Plan participants. 
 Governing Law 
 Your award and the Terms shall be governed by the laws of the State of Delaware without regard to any
Delaware conflict of law principles. 
 Electronic Delivery 
 Spansion may deliver any documents related to your options by electronic means or request your consent to participate in the Plan by electronic means. You hereby consent to receive such documents by electronic delivery and agree to
participate in the Plan through an on-line or electronic system established and maintained by Spansion or another third party designated by Spansion. 
 Severability 
 If one or more of the provisions of the Terms and Conditions shall be held unenforceable, the enforceability of the remaining
provisions shall not be affected and shall be deemed null and void; however, to the extent permissible by law, any provisions which could be deemed null and void shall first be revised retroactively to permit these Terms and Conditions to be
interpreted to carry out their intent and the intent of the Plan. 
 Entire Agreement 
 The Plan Terms constitute the entire agreement and supersede all prior agreements between you and Spansion regarding the subject matter of the Terms. Spansion may, however, unilaterally waive any provision in the
Terms as long as such waiver does not adversely affect your rights under the Plan; if Spansion does waive a provision, such waiver is not a future waiver of that provision or a waiver of any other provision. 
  

 3