Spansion Inc. - FORM 10-Q - EX-10.11 - MEMORANDUM OF UNDERSTANDING REGARDING NON-COMPETITION AGREEMENT - December 31, 2009

Attached files

file filename
10-Q - FORM 10-Q - Spansion Inc.d10q.htm
EX-10.4 - AMD. NO. 3 TO THE AMENDED AND RESTATED FOUNDRY AGREEMENT - Spansion Inc.dex104.htm
EX-32.1 - CERTIFICATION OF THE CEO PURSUANT TO SECT. 906 OF THE SARBANES-OXLEY ACT OF 2002 - Spansion Inc.dex321.htm
EX-32.2 - CERTIFICATION OF THE CFO PURSUANT TO SECT. 906 OF THE SARBANES-OXLEY ACT OF 2002 - Spansion Inc.dex322.htm
EX-31.2 - CERTIFICATION OF THE CFO PURSUANT TO SECT. 302 OF THE SARBANES-OXLEY ACT OF 2002 - Spansion Inc.dex312.htm
EX-10.5 - EMPLOYMENT OFFER LETTER FOR RANDY W. FURR - Spansion Inc.dex105.htm
EX-31.1 - CERTIFICATION OF THE CEO PURSUANT TO SECT. 302 OF THE SARBANES-OXLEY ACT OF 2002 - Spansion Inc.dex311.htm
EX-10.3 - CONSULTING AGREEMENT - NATHAN SARKISIAN - Spansion Inc.dex103.htm
EX-10.9 - SPANSION INC. KEY EMPLOYEE INCENTIVE PLAN AND CENTURION PLAN - Spansion Inc.dex109.htm
EX-10.1(D) - AMD. NO. 6 TO THE AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT - Spansion Inc.dex101d.htm
EX-10.1(B) - AMD. NO. 4 TO THE AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT - Spansion Inc.dex101b.htm
EX-10.12 - ASSIGNMENT OF AMENDED AND RESTATED INFORMATION TECHNOLOGY SERVICES AGREEMENT - Spansion Inc.dex1012.htm
EX-10.1(A) - AMD. NO. 3 AND LTR. SUPP. TO THE AMENDED AND RESTATED FUJITSU DISTRIBUTION AGMT. - Spansion Inc.dex101a.htm
EX-10.1(E) - AMD. NO. 7 TO THE AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT - Spansion Inc.dex101e.htm
EX-10.1(C) - AMD. NO. 5 TO THE AMENDED AND RESTATED FUJITSU DISTRIBUTION AGREEMENT - Spansion Inc.dex101c.htm
EX-10.10 - AGREEMENT BETWEEN SPANSION LLC AND SPANSION JAPAN LIMITED - Spansion Inc.dex1010.htm

Exhibit 10.11

CONFIDENTIAL

Memorandum of Understanding Regarding Non-Competition Agreement

This memorandum of understanding (“MOU”) dated as of June 30, 2009 sets forth the mutual, preliminary understanding of Spansion Inc. (“Spansion”) and Fujitsu Microelectronics Limited (“FML”) with respect to the possible amendment of the Amended and Restated Non-Competition Agreement dated as of December 21, 2005 (“Agreement”). All capitalized terms used but not defined in this MOU shall have the meanings assigned to such terms in the Agreement.

 

1. Discussion on possible amendment to the Agreement. Spansion and FML will discuss in good faith the possible amendment or early termination of the Agreement depending on possible reorganization or any other change in Spansion and/or its Affiliates (including Spansion Japan) or their business.

 

2. Requisite approvals and other conditions. Except for this Section any terms in this MOU are not binding unless incorporated in an amendment of the Agreement duly executed by and among Spansion and FML and approved by the Boards of Directors of each party, and, as necessary, the Delaware bankruptcy court.

 

1

IN WITNESS WHEREOF, the parties have duly executed the MOU as of the date first written above.

 

Fujitsu Microelectronics Limited
By    /s/ Makoto Goto
Name:    Makoto Goto
SPANSION INC.
By    /s/ John Kispert
Name:    John Kispert

 

2

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