Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(e) On December 10, 2008, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Spansion Inc. (the "Company") approved a Cash Management Bonus Plan (the "Bonus Plan") under which the Company's Chief Executive Officer and other named executive officers will receive bonuses if the Company achieves a certain cash target as of April 5, 2009. If the cash target is achieved as of April 5, 2009, the Chief Executive Officer will receive a bonus equal to 20 percent of his 2008 base salary for the six-month period beginning October 6, 2008 and ending April 5, 2009 (the "Plan Period"), and the other named executive officers will receive a bonus equal to ten percent of such named executive officer's 2008 base salary for the Plan Period. These bonus amounts are equal to the salary reductions the Compensation Committee approved in October 2008.

Item 8.01 Other Events

The Bonus Plan approved by the Compensation Committee on December 10, 2008 and referred to in Item 5.02 above also provides that all Vice Presidents and certain other exempt employees will receive bonuses if the Company achieves a certain cash target as of April 5, 2009. If the cash target is achieved as of April 5, 2009, all Vice Presidents and certain other exempt employees will receive a bonus equal to ten percent and five percent, respectively, of such employee's 2008 base salary for the Plan Period. These bonus amounts are equal to the salary reductions the Compensation Committee approved in October 2008.

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