-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, MMFavlTWXcB/aaEk4Px6v/688upgIQx9Xhq0NST4Wx4lX4nrTCW1cCtZXqRU3X3A wWuz3bBdumnebDwS9F4Zug== 0001179110-08-011007.txt : 20080530 0001179110-08-011007.hdr.sgml : 20080530 20080530204628 ACCESSION NUMBER: 0001179110-08-011007 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080527 FILED AS OF DATE: 20080530 DATE AS OF CHANGE: 20080530 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Spansion Inc. CENTRAL INDEX KEY: 0001322705 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 300177542 STATE OF INCORPORATION: DE FISCAL YEAR END: 1226 BUSINESS ADDRESS: STREET 1: 915 DEGUIGNE DRIVE STREET 2: P.O. BOX 3453 CITY: SUNNYVALE STATE: CA ZIP: 94088 BUSINESS PHONE: (408) 962-2500 MAIL ADDRESS: STREET 1: 915 DEGUIGNE DRIVE STREET 2: P.O. BOX 3453 CITY: SUNNYVALE STATE: CA ZIP: 94088 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: DELFASSY GILLES CENTRAL INDEX KEY: 0001195562 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-51666 FILM NUMBER: 08872192 MAIL ADDRESS: STREET 1: 12500 TI BOULEVARD CITY: DALLAS STATE: TX ZIP: 75243 4 1 edgar.xml FORM 4 - X0202 4 2008-05-27 0 0001322705 Spansion Inc. SPSN 0001195562 DELFASSY GILLES 915 DEGUIGNE DR. P.O. BOX 3453 SUNNYVALE CA 94088-3453 1 0 0 0 Restricted Stock Unit 2008-05-27 4 A 0 10000 0 A Class A Common Stock 10000 10000 D Non-Qualified Stock Option (right to buy) 2008-05-27 4 A 0 10000 0 A 2015-05-27 Class A Common Stock 10000 10000 D Each restricted stock unit represents a contingent right to receive one share of Spansion Inc. Class A Common Stock. There is no exercise price or expiration date. The restricted stock units were granted on May 27, 2008 and vest over a four-year period according to the following schedule: One-fourth of the shares shall vest on the one year anniversary of the grant date, and the remaining shares shall vest in equal installments quarterly over the next three years, until 100% vested on May 27, 2012. Vested shares will be delivered to the reporting person on each vesting date. The exercise price for the Non-Qualified Stock Option is $2.78 per share. Options were granted on May 27, 2008 and vest over a four-year period according to the following schedule: One-fourth of the shares subject to the option shall vest on on the one year anniversary of the grant date, and the remaining shares subject to the option shall vest in equal installments quarterly over the next three years, until 100% vested on May 27, 2012. /s/ Dario Sacomani, Attorney-in-Fact 2008-05-30 EX-24 2 poagd08.txt SPANSION INC. POWER OF ATTORNEY Know all by these presents, that the undersigned hereby constitutes and appoints each of Dario Sacomani, Robert C. Melendres and Laurie Webb, signing singly, the undersigned's true and lawful attorney-in-fact to: 1. Execute and deliver for and on behalf of the undersigned, the Form ID (Uniform Application for Access Codes to File on EDGAR) and any amendments or renewals thereto; 2. Execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Spansion Inc. (the Company), any reports or forms, including but not limited to Forms 3, 4, and 5, in accordance with Section 16(a) of the Securities Exchange Act of 1934 and the rules thereunder; 3. Do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such reports or forms, complete and execute any amendment or amendments thereto, and timely file such reports or forms with the United States Securities and Exchange Commission and any stock exchange or similar authority; 4. Seek or obtain, as my representative and on my behalf, information concerning transactions in or with respect to the Company's securities from any third party, including brokers, employee benefit plan administrators and trustees, knowing that I hereby authorize any such person to release any such information to the attorney-in fact and approve any such release of information; and 5. Take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact's discretion. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file any such reports or forms with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 19th day of December 2007. /s/ Gilles Delfassy Signature Gilles Delfassy Print Name -----END PRIVACY-ENHANCED MESSAGE-----