CMO Spansion LLC Employement Offer Letter

Exhibit 10.53


September 15, 2005

Tom Eby

Dear Tom,

I am pleased to extend you this offer of employment to join Spansion, LLC. as Chief Marketing Officer, Spansion, reporting to Bertrand Cambou in our Sunnyvale, CA office. Please see below of an outline of your compensation and benefits package.


Base Salary Your initial bi-weekly base salary will be $13,775.24 which is equal to $358,156.24 on an annual basis. Spansion has 26 pay periods per year.

Bonus You will continue your participation in Spansion' s Vice President Incentive Plan (VPIP) with a short-term component target of 50% of base pay and a maximum of 150% of base pay. The long-term component of the VPIP will be a modified version of the current AMD VPIP long-term component for which your target is 30% of base pay.


Benefits and Perquisites Spansion makes available the same comprehensive benefits program available through AMD; including medical, dental, life and disability insurance coverage, 401(k) retirement savings plan with matching contributions, cash and deferred profit sharing plans, a payroll deduction stock investment plan, and a paid sabbatical after seven years of employment. The only current difference between AMD and Spansion benefits involves taxation under the stock purchase plan.


As a current employee of A ...