1. DEFINITIONS; INTERPRETATION

1.1 Terms Defined in this Agreement. The following terms when used in this Agreement shall have the following definitions:

1.1.1 "Affiliates"of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists.

1.1.2 "Ancillary Documents" has the meaning set forth in Schedule A of the Purchase Agreement.

1.1.3 "Applicable Law" means, with respect to a Person, any domestic or foreign, national, federal, territorial, state or local constitution, statute, law (including principles of common law), treaty, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, legally binding directive, judgment, decree or other requirement or restriction of any arbitrator or Governmental Authority applicable to such Person or any of its Affiliates or any of their respective properties, assets, officers, directors, employees, consultants or agents (in connection with such officer’s, director’s, employee’s, consultant's or agent's activities on behalf of such, Person or any of its Affiliates).

1.1.4 "Best Efforts" has the meaning set forth in Section 8.1.

1.1.5 "Business Day" means any day other than a day on which commercial banks in California or Tokyo are required or authorized to be closed.

1.1.6 "Claim Notice" has the meaning set forth in Section 11.3.

1.1.7 "Closing" has the meaning set forth in Section 2.3 of the Purchase Agreement.

1.1.8 "Closing Date" has the meaning set forth in Section 2.3 of the Purchase Agreement.

1.1.9 "Company Employee Pension Fund" means Portion No. 1 and Portion No. 2 of the Company Pension Fund (Spansion Japan Kigyo Nenkin) maintained for the benefit of, among other employees, the Transferred Employees.

1.1.10 "Confidential Information" has the meaning set forth in Section 10.1.

1.1.11 "Disclosing Party" has the meaning set forth in Section 10.1.

1.1.12 "Force Majeure" has the meaning set forth in Section 13.9.1.

1.1.13 "Foundry Agreement" means the Foundry Agreement entered into the Company and Fujitsu as of the Effective Date.

1.1.14 "Fujitsu Pension Fund" means the Fujitsu Pension Fund (Fujitsu Kigyo Nenkin Kikin).

1.1.15 "Governmental Authority" means any foreign, domestic, national, federal, territorial, state or local governmental authority, quasi-governmental authority, instrumentality, court, government or self-regulatory organization, commission, tribunal or organization or any regulatory, administrative or other agency, or any political or other subdivision, department or branch of any of the foregoing.

1.1.16 "Indemnified Party" has the meaning set forth in Section 11.3.

1.1.17 "Indemnifying Party" has the meaning set forth in Section 11.3.

1.1.18 "Initial Asset Transfer Amount" means the initial amount of assets to be transferred from the Company Employee Pension Fund to the Fujitsu Pension Fund (or an equivalent pension fund of Fujitsu or its designated Affiliate) on the Transfer Date in respect of the Transferred Employees as determined in accordance with Section 5.2.3.

1.1.19 "JV3" means a semiconductor fabrication facility of the Company located in Aizu-Wakamatsu, Japan.

1.1.20 "Liability" means, with respect to any Person, any liability, indebtedness, expense, guaranty, endorsement or obligation of or by any such Person of any kind, character or description, whether known or unknown, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, secured or unsecured, joint or several, due or to become due, vested or unvested, executory, determined, determinable or otherwise and whether or not the same is required to be accrued on the financial statements of such Person.

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