Spansion LLC Employement Offer Letter to Robert C. Melendres



 Exhibit 10.54 
  
 December 17, 2004 
  
 Robert C. Melendres 
  
 Dear Robert, 
  
 We are pleased to extend to you this offer of employment to join Spansion LLC (Spansion), in the position of Corporate Vice President General Counsel reporting to Bertand
Cambou in our Sunnyvale, CA office. Your initial annual base salary will be $313,499.94 per year to be paid to you bi-weekly. 
  
 You will be eligible to participate in Spansion’s Vice President Incentive Plan (VPIP). The short-term component of that plan has a target of 45% of base pay and a
maximum of 90% of base pay. The long-term component of the plan is based on rolling 3-year sales growth and ROE, relative to external benchmarks. The target payout under the long-term component is 30% of base pay, with a maximum of 60%. The
long-term bonus is prorated for less than 3 years of service. Long-term bonuses are not payable to participants with less than 12 months’ service. 
  
 Further, subject to the approval of our Board of Directors, you will be granted a non-qualified 
  
 Spansion will make available to you a comprehensive benefits program and executive perqs
including, medical, dental, life and disability coverage, 401(k) retirement savings plan with matching contributions, cash and deferred profit sharing plans, salary investment and payroll deduction stock investment plans, executive physical, a paid
sabbatical after seven years of employment and a $1200 monthly automobile allowance. 
  
 Brochures describing these benefits will be provided at your request. 
  
 In accordance with the requirements of the Immigration Reform and Control Act of 1986, you will be required to provide Spansion with
documents to verify your identity and your legal right to work in the United States. 
  
 As a current employee of Advanced Micro Devices, Inc., you will be eligible for bridging your AMD and Spansion service for purposes of stock option vesting continuity (if applicable), profit sharing eligibility and continuing sabbatical (or
recognition trip) and vacation accrual. With respect to your current already accrued unused vacation, that time will transfer with you to Spansion. In addition, your current elections under AMD’s benefits programs (e.g. health and welfare
insurance coverage, 401k contributions, flexibility account contributions, and stock purchase plan contributions, etc.) will transfer with you to Spansion. 
  
 If this offer is agreeable to you, please accept it by initialing each page, signing your name below and returning the original signed and dated document to me in the
enclosed envelope. 
  
 Initial RCM 







 Page 2 
 Robert C. Melendres

 December 17, 2004 
  
  
 We look forward to having you as a member of our team and feel our association will be
mutually rewarding. The dedication, creative drive and loyalty of our employees has enabled us to impact the world through our technological advances in the microelectronics field. We are confidant that you possess these qualities and that your
contributions to Spansion will be significant. 
  
 If you have any questions,
please feel free to contact me. 
  
 Sincerely, 
  
  
 /s/ Eric Bodtker 
 Eric Bodtker 
 Spansion Corporate Staffing 
  
 Cc:
Bertrand Cambou 
  
  
 I am pleased to accept Spansion’s offer of employment as outlined above and in the enclosed attachment(s). 
  
  

					
	 /s/ Robert C. Melendres

	 	 	  	 January 4, 2005


	                Signature	 	 	  	Date
			
	  
 January 10, 2005

	 	 	  	 
	Start Date