Limited Liability Contribution Agreement

Exhibit 10.1


CONTRIBUTION AGREEMENT

This Contribution Agreement (the " Agreement" ) is made as of December 13, 2005 (the " Effective Date" ), by and among Spansion Inc., a Delaware corporation (the " Corporation" ), Spansion LLC, a Delaware limited liability company (the " LLC" ), Advanced Micro Devices, Inc., a Delaware corporation (" AMD" ), AMD Investments, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of AMD (" AMD Investments" ), Fujitsu Limited, a corporation organized under the laws of Japan (" Fujitsu" and, together with AMD, the " Parents" ) and Fujitsu Microelectronics Holding, Inc., a Delaware corporation and a wholly-owned subsidiary of Fujitsu (" FMH" ).


RECITALS

WHEREAS, AMD Investments and FMH are the only two members (the " Members" ) of the LLC and own membership interests in the LLC in the amounts set forth on Exhibit A hereto (the " Membership Interests" );


WHEREAS, in connection with the initial public offering of the Corporation' s Class A common stock, as described in the Registration Statement on Form S-1 (File No. 333-124041) currently pending before the Securities and Exchange Commission (the " IPO" ), AMD desires for AMD Investments to contribute its Membership Interests and certain intellectual property as set forth on Exhibit B (the " AMD Contributed Assets" ) to the Corporation, and Fujitsu desires to contribute all of the issued and outstanding capital stock of FMH (the " FMH Capital Stock" ) and certain intellectual property as set forth on Exhibit C (the " Fujitsu Contributed Assets" ) to the Corporation, in each case in exchange for shares of the Corporation' s common stock, par value $0.001 per share, in the amounts and classes set forth on Exhibit D hereto (the " Common Stock" ) (the contribution of Membership Interests, FMH Capital Stock and intellectual property in exchange for Common Stock is referred to herein as the " Contribution" );

WHEREAS, immediately after the Contribution, AMD Investments and Fujitsu will own 100 percent of the outstanding capital stock of the Corporation, the Corporation will own 100 percent of the outstanding capital stock of FMH, FMH will own 40 percent of the Membership Interests of the LLC and the Corporation will own 60 percent of the Membership Interests of the LLC; and


WHEREAS, the parties hereto intend that the Contribution be treated for federal income tax purpose as a tax-free transaction under Section 351 of the Internal Revenue Code of 1986, as amended.

NOW, THEREFORE, in consideration of the foregoing and the mutual promises herein contained, and for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

AGREEMENT

1. Exchange . At the Effective Date:

(a) AMD Investments shall contribute to the Corporation all right, title and interest in its Membership Interests;

(b) AMD Investments shall contribute to the Corporation all right, title and interest in the AMD Contributed Assets, as set forth on Exhibit B and having an aggregate valuation of $4.5 million;

(c) Fujitsu shall contribute to the Corporation all right, title and interest in the FMH Capital Stock;

(d) Fujitsu shall contribute to the Corporation all right, title and interest in the Fujitsu Contributed Assets, as set forth on Exhibit C and having an aggregate valuation of $3.0 million;

(e) the Corporation shall issue to AMD Investments and Fujitsu the respective number and class of shares of Common Stock set forth on Exhibit D hereto and shall deliver to each of AMD Investments and Fujitsu the certificates therefor.

2. Representation and Warranties of the Corporation . The Corporation represents and warrants to each of the Parents and the Members as follows:


(a) Organization; Good Standing; Qualification . The Corporation (i) is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws, (ii) has the requisite corporate power and corporate authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted and (iii) is in good standing and qualified to do business as a foreign corporation in every jurisdiction where the failure to so qualify would have a material adverse effect on its business, properties, financial condition, results of operations or prospects.

(b) Authority . The Corporation has all requisite corporate power and corporate authority to enter into this Agreement and to issue the Common Stock hereunder and to carry out and perform its obligations under the terms of this Agreement.


(c) Authorization .


(i) The execution, delivery and performance by the Corporation of this Agreement and the transactions contemplated hereby have been duly and validly authorized by the Corporation. No other corporate act or proceeding on the part of the Corporation, its board of directors, or its stockholders is necessary to authorize the execution, delivery or performance by the Corporation of this Agreement. This Agreement constitutes a valid and binding obligation of the Corporation, enforceable against it in accordance with its terms except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (B) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(ii) Except as provided in the Certificate of Incorporation and the

Stockholders Agreement to be dated as of December 20, 2005 by and among AMD, Fujitsu, AMD Investments and the Corporation (the " Stockholders Agreement" ), the Common Stock when issued in compliance with the provisions of this Agreement, will be duly and validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances or preemptive or other similar rights of the stockholders of the Corporation or others; provided, however , that the Common Stock may be subject to restrictions on transfer under state and/or federal securities laws, as set forth herein or otherwise required by such laws at the time a transfer is proposed.


(d) Consents . No consent, approval or authorization of, or designation or filing with, any governmental authority or other third party on the part of the Corporation is required in connection with the valid execution and delivery of this Agreement.


(e) Capitalization . The authorized capital stock of the Corporation consists of (i) 717,999,998 shares of Class A common stock, par value of $0.001 per share, (ii) one share of Class B common stock, par value of $0.001 per share, (iii) one share of Class C common stock, par value of $0.001 per share, (iv) 32,000,000 shares of Class D common stock, par value of $0.001 per share and (v) 50,000,000 shares of preferred stock, par value of $0.001 per share.


3. Representations and Warranties of Fujitsu . Fujitsu represents and warrants to AMD, AMD Investments and the Corporation as follows:


(a) Organization; Good Standing; Qualification . FMH (i) is a corporation duly organized and validly existing under, and by virtue of, the laws of the State of Delaware and is in good standing under such laws, (ii) has the requisite corporate power and corporate authority to own and operate its properties and assets, and to carry on its business as presently conducted and as proposed to be conducted and (iii) is in good standing and qualified to do business as a foreign corporation in every jurisdiction where the failure to so qualify would have a material adverse effect on its business, properties, financial condition, results of operations or prospects.

(b) Authority . FMH has all requisite corporate power and corporate authority to enter into and perform its obligations under this Agreement.


(c) Authorization . The execution, delivery and performance by FMH of this Agreement and each of the transactions contemplated hereby have been duly and validly authorized by FMH. No other corporate act or proceeding on the part of FMH, its board of directors, or its stockholders is necessary to authorize the execution, delivery or performance by FMH of this Agreement. This Agreement constitutes a valid and binding obligation of FMH enforceable in accordance with its terms except (A) as limited by applicable bankruptcy, insolvency, reorganization, moratorium, and other laws of general application affecting enforcement of creditors' rights generally, and (B) as limited by laws relating to the availability of specific performance, injunctive relief, or other equitable remedies.

(d) Consents . No consent, approval or authorization of, or designation, declaration or filing with, any governmental authority or other third party on the part of FMH is required in connection with the valid execution and delivery of this Agreement.

(e) Ownership . FMH owns the number of Membership Interests ...