Spansion Inc. Sample Contracts

Spansion Inc. – BYLAWS OF SPANSION INC. (A DELAWARE CORPORATION) (March 13th, 2015)
Spansion Inc. – AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SPANSION INC. (March 13th, 2015)

This Company is authorized to issue one class of shares to be designated Common Stock. The total number of shares of Common Stock the Company has authority to issue is one thousand (1,000) with par value of $0.001 per share.

Spansion Inc. – AMENDMENT NO. 3 TO REVOLVING CREDIT AGREEMENT (February 11th, 2015)

AMENDMENT NO. 3 dated as of November 13, 2014 (this “Amendment”) to the Revolving Credit Agreement dated as of December 13, 2012 (as heretofore amended, supplemented or otherwise modified, the “Credit Agreement”) among Spansion LLC, a Delaware limited liability company (the “Borrower”), Spansion Inc., a Delaware corporation (“Holdings”), Spansion Technology LLC, a Delaware limited liability company, the Lenders party thereto, Morgan Stanley Senior Funding, Inc. (“MSSF”), as Administrative Agent and Documentation Agent, Morgan Stanley Bank, N.A., as Swing Line Lender and Issuing Bank, Barclays Bank PLC (“Barclays”), as Collateral Agent, Silicon Valley Bank, as Issuing Bank and Syndication Agent, and MSSF and Barclays, as Joint Lead Arrangers and Joint Book Runners. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Credit Agreement as amended by this Amendment.

Spansion Inc. – Spansion Inc. Reports Fourth Quarter 2014 Results (January 22nd, 2015)

Sunnyvale, California, January 22, 2015 -- Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its fourth quarter ended December 28, 2014.

Spansion Inc. – SUPPORT AGREEMENT (December 1st, 2014)

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Spansion Inc., a Delaware corporation (“Spansion”) and the undersigned stockholder (“Stockholder”) of Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (defined below).

Spansion Inc. – SUPPORT AGREEMENT (December 1st, 2014)

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”) and the undersigned stockholder (“Stockholder”) of Spansion Inc., a Delaware corporation (“Spansion”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (defined below).

Spansion Inc. – SUPPORT AGREEMENT (December 1st, 2014)

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Spansion Inc., a Delaware corporation (“Spansion”) and the undersigned stockholder (“Stockholder”) of Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (defined below).

Spansion Inc. – AGREEMENT AND PLAN OF MERGER AND REORGANIZATION by and among CYPRESS SEMICONDUCTOR CORPORATION MUSTANG ACQUISITION CORPORATION and SPANSION INC. December 1, 2014 (December 1st, 2014)

THIS AGREEMENT AND PLAN OF MERGER AND REORGANIZATION (this “Agreement”) is made and entered into as of December 1, 2014 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”), Mustang Acquisition Corporation, a Delaware corporation and a wholly owned subsidiary of Cypress (“Merger Sub”), and Spansion Inc., a Delaware corporation (“Spansion”). All capitalized terms used but not defined herein shall have the respective meanings ascribed thereto in Annex A.

Spansion Inc. – SUPPORT AGREEMENT (December 1st, 2014)

THIS SUPPORT AGREEMENT (this “Agreement”) is made and entered into as of [ ], 2014 by and among Cypress Semiconductor Corporation, a Delaware corporation (“Cypress”) and the undersigned stockholder (“Stockholder”) of Spansion Inc., a Delaware corporation (“Spansion”). Capitalized terms that are used but not defined herein shall have the respective meanings ascribed thereto in the Merger Agreement (defined below).

Spansion Inc. – Spansion Inc. Reports Third Quarter 2014 Results (October 30th, 2014)

Sunnyvale, California, October 30, 2014 -- Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its third quarter ended September 28, 2014.

Spansion Inc. – Contract (August 19th, 2014)

SUNNYVALE, Calif., August 19, 2014 – Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced the election of O.C. Kwon to Spansion’s Board of Directors. Kwon has served as an advisor to the Board since January 2014.

Spansion Inc. – SPANSION INC. 2014 EMPLOYEE STOCK PURCHASE PLAN (August 8th, 2014)
Spansion Inc. – SPANSION INC. 2014 EMPLOYEE STOCK PURCHASE PLAN (August 1st, 2014)
Spansion Inc. – Lease Agreement (NNN Tenant Improvements) Basic Lease Information (August 1st, 2014)

● The following provision shall apply only to Alterations (as defined in Section 10.1 of the Lease) and not the Tenant Improvements (as defined in Exhibit B to the Lease): Review of construction drawings and verifying adherence to Base Building Drawings and Specifications and Building Standards.

Spansion Inc. – Spansion Inc. Reports Second Quarter 2014 Results (July 30th, 2014)

Sunnyvale, California, July 30, 2014 -- Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its second quarter ended June 29, 2014.

Spansion Inc. – SPANSION INC. FORM OF CHANGE OF CONTROL SEVERANCE AGREEMENT (May 6th, 2014)

This Change of Control Agreement (the “Agreement”) is made and entered into by and between ________________ (the “Executive”) and Spansion Inc. (the “Company”), as of the latest date set forth by the signatures of the parties hereto below. For purposes of the employment relationship only, the “Company” includes Spansion LLC.

Spansion Inc. – SPANSION INC. FORM OF CEO/CFO CHANGE OF CONTROL SEVERANCE AGREEMENT (May 6th, 2014)

This Change of Control Agreement (the “Agreement”) is made and entered into by and between ________________ (the “Executive”) and Spansion Inc. (the “Company”), as of the latest date set forth by the signatures of the parties hereto below. For purposes of the employment relationship only, the “Company” includes Spansion LLC.

Spansion Inc. – Spansion Inc. Reports First Quarter 2014 Results (May 6th, 2014)

Sunnyvale, California, May 6, 2014 -- Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its first quarter ended March 30, 2014.

Spansion Inc. – REINSTATEMENT OF AND FIRST AMENDMENT TO OPTION AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (February 25th, 2014)

This REINSTATEMENT OF AND First Amendment to option agreement for the purchase and sale of real property and escrow instructions, dated effective as of November 21, 2013 (this “First Amendment”), is made and entered into by and between SPANSION LLC, a Delaware limited liability company (“Optionor”), and WATT COMMUNITIES LLC, a California limited liability company (“Optionee”), with reference to the facts set forth below.

Spansion Inc. – OPTION AGREEMENT FOR THE PURCHASE AND SALE OF REAL PROPERTY AND ESCROW INSTRUCTIONS (February 25th, 2014)
Spansion Inc. – SPANSION INC. 2010 EQUITY INCENTIVE AWARD PLAN STOCK OPTION AWARD (February 25th, 2014)

Vesting Schedule: Subject to acceleration in certain circumstances, the Option vests and becomes exercisable on the following dates: ● 1/3rd of the Option on first anniversary of Grant Date ● 1/36th of the Option monthly thereafter

Spansion Inc. – AMENDMENT NO. 1 AND INCREMENTAL JOINDER TO REVOLVING CREDIT AGREEMENT (February 25th, 2014)

AMENDMENT NO. 1 AND INCREMENTAL JOINDER dated as of September 27, 2013 (this “Amendment”) to the Revolving Credit Agreement dated as of December 13, 2012 (the “Credit Agreement”) among Spansion LLC, the Guarantors party thereto, the Lenders party thereto, Morgan Stanley Senior Funding, Inc., as Administrative Agent and Documentation Agent, Morgan Stanley Bank, N.A. as Swing Line Lender and Issuing Bank, Barclays Bank PLC, as Collateral Agent, and Morgan Stanley Senior Funding, Inc. and Barclays Bank PLC, as Joint Lead Arrangers and Joint Book Runners. Capitalized terms used herein and not otherwise defined herein have the meanings assigned to them in the Credit Agreement as amended by this Amendment.

Spansion Inc. – Spansion Inc. Reports Fourth Quarter 2013 Results (February 4th, 2014)

Sunnyvale, California, February 4, 2014 -- Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its fourth quarter ended December 29, 2013.

Spansion Inc. – AMENDMENT NO. 1 AND INCREMENTAL JOINDER AGREEMENT (December 19th, 2013)

AMENDMENT NO. 1 AND INCREMENTAL JOINDER AGREEMENT dated as of December 19, 2013 (this “2013 Amendment Agreement”), to the Amended and Restated Credit Agreement dated as of December 13, 2012 (as heretofore amended, supplemented or otherwise modified, the “Existing Term Loan Agreement”), among SPANSION LLC, a Delaware limited liability company (the “Borrower”), SPANSION INC., a Delaware corporation (“Holdings”), SPANSION TECHNOLOGY LLC, a Delaware limited liability company (“Spansion Technology”), each LENDER from time to time party thereto, BARCLAYS BANK PLC, as Administrative Agent (in such capacity, the “Administrative Agent”), and as Collateral Agent and MORGAN STANLEY SENIOR FUNDING, INC., as Documentation Agent.

Spansion Inc. – Michael S. Wishart Elected to Spansion Board of Directors (December 3rd, 2013)

SUNNYVALE, Calif., December 3, 2013 – Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced the election of Michael S. Wishart to Spansion’s Board of Directors.

Spansion Inc. – AM PRODUCT SORT SERVICES AGREEMENT (November 1st, 2013)

This AM PRODUCT SORT SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”) by and between Fujitsu Semiconductor Limited, a corporation organized and existing under the laws of Japan, with a registered office at 2-10-23, Shinyokohama, Kohoku-ku, Yokohama, Kanagawa 222-0033, Japan (“FSL”) and Spansion LLC, a corporation organized and existing under the laws of Delaware, with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453 (“Spansion”).

Spansion Inc. – INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (November 1st, 2013)

This INTELLECTUAL PROPERTY ASSIGNMENT AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”), by and between Spansion LLC, a Delaware limited liability company (“Spansion”), and Fujitsu Semiconductor Limited, a Japanese corporation (“FSL”). Spansion and FSL are hereinafter also referred to as the “Parties,” and individually as a “Party.”

Spansion Inc. – AM Product Distribution Agreement (November 1st, 2013)

This AM PRODUCT DISTRIBUTION AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”), by and between Spansion LLC, a Delaware limited liability company (“Spansion”), and Fujitsu Suemiconductor Limited, a Japanese corporation (“FSL”). Spansion and FSL are hereinafter also referred to as the “Parties” and individually as a “Party.”

Spansion Inc. – TRANSITION SERVICES AGREEMENT (November 1st, 2013)

THIS TRANSITION SERVICES AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (the “Effective Date”), by and between Fujitsu Semiconductor Limited, a Japanese corporation (the “Seller”), and Spansion LLC, a Delaware limited liability company (for purposes of this Agreement, the “Buyer”). The Seller and the Buyer are referred to herein collectively as the “Parties” and individually as a “Party”.

Spansion Inc. – AM PRODUCT FOUNDRY AGREEMENT (November 1st, 2013)

This AM PRODUCT FOUNDRY AGREEMENT (the “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”) by and between Fujitsu Semiconductor Limited, a corporation organized and existing under the laws of Japan, with a registered office at 2-10-23 Shinyokohama, Kohoku-ku, Yokohama, Kanagawa 222-0033, Japan (“FSL”) and Spansion LLC, a corporation organized and existing under the laws of Delaware, with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453 (“Spansion”).

Spansion Inc. – AM PRODUCT ASSEMBLY AND TEST SERVICES AGREEMENT (November 1st, 2013)

This AM PRODUCT ASSEMBLY AND TEST SERVICES AGREEMENT (the “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”) by and between Fujitsu Semiconductor Limited, a corporation organized and existing under the laws of Japan, with a registered office at 2-10-23, Shinyokohama, Kohoku-ku, Yokohama, Kanagawa 222-0033, Japan (“FSL”) and Spansion LLC, a corporation organized and existing under the laws of Delaware, with a registered office at 915 DeGuigne Drive, Sunnyvale, California 94088-3453 (“Spansion”).

Spansion Inc. – INTELLECTUAL PROPERTY LICENSE AGREEMENT (November 1st, 2013)

This INTELLECTUAL PROPERTY LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the Closing Date (as defined in the Stock Purchase Agreement (as defined below)) (the “Effective Date”), by and between Spansion LLC, a Delaware limited liability company (“Spansion”), and Fujitsu Semiconductor Limited, a Japanese corporation (“FSL”). Spansion and FSL are hereinafter also referred to as the “Parties,” and individually as a “Party.”

Spansion Inc. – Spansion Inc. Reports Third Quarter 2013 Results (October 31st, 2013)

Sunnyvale, California, October 31, 2013 -- Spansion Inc. (NYSE: CODE), a global leader in embedded systems solutions, today announced operating results for its third quarter ended September 29, 2013.

Spansion Inc. – DATE: August 20, 2013 TO: ATTENTION: TELEPHONE: FACSIMILE: Spansion LLC and Spansion Inc. Chief Financial Officer 408-616-3682 408-616-6659 FROM: Barclays Bank PLC, 5 The North Colonnade Canary Wharf, London E14 4BB Facsimile: +44 (20) 777-36461 Telephone: +44 (20) 777-36810 c/o Barclays Capital Inc. as Agent for Barclays Bank PLC 745 Seventh Ave New York, NY 10019 Telephone: +1 212 412 4000 SUBJECT: Base Call Option Transaction (August 26th, 2013)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into among Barclays Bank PLC (“Dealer”), through its agent Barclays Capital Inc. (the “Agent”), Spansion LLC (“Counterparty”) and Spansion Inc. (“Parent”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction. Dealer is regulated by the Financial Services Authority. Dealer is not a member of the Securities Investor Protection Corporation.

Spansion Inc. – DATE: August 20, 2013 TO: Spansion LLC and Spansion Inc. ATTENTION: Chief Financial Officer TELEPHONE: 408-616-3682 FACSIMILE: 408-616-6659 FROM: Jefferies LLC SUBJECT: Base Call Option Transaction (August 26th, 2013)

The purpose of this letter agreement (this “Confirmation”) is to confirm the terms and conditions of the call option transaction entered into among Jefferies LLC (“Dealer”), Spansion LLC (“Counterparty”) and Spansion Inc. (“Parent”) as of the Trade Date specified below (the “Transaction”). This letter agreement constitutes a “Confirmation” as referred to in the ISDA Master Agreement specified below. This Confirmation shall replace any previous agreements and serve as the final documentation for the Transaction.