Claims Agent Agreement

Exhibit 10.1

Claims Agent Agreement

This Claims Agent Agreement, dated as of May 7, 2010 (this “ Agreement ”), is entered into by and between SPANSION INC. and PIRINATE CONSULTING GROUP, LLC (“ Pirinate ”), as claims agent (in such capacity, the “ Claims Agent ”) for the chapter 11 estates of Spansion Inc. and each its affiliated debtors and debtors in possession (collectively, the “ Debtors ”). Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to such terms in the Debtors’ Second Amended Joint Plan of Reorganization Dated April 7, 2010 (As Amended) (the “ Plan ”), or, as applicable, the Second Amended Disclosure Statement for Debtors’ Second Amended Joint Plan of Reorganization Dated December 16, 2009.

Appointment, Rights, Powers and Duties

Notwithstanding any provision of the Plan, Pirinate shall serve as the Claims Agent pursuant to the terms of the Plan. Pirinate accepts such appointment and agrees to serve as Claims Agent and render services in such capacity, as necessary from time to time, which services shall include performing those duties and assuming those responsibilities necessary to fulfill the role of Claims Agent in accordance with the terms set forth in the Plan.

The Claims Agent shall exercise such of the rights and powers vested in it by this Agreement, the Plan and the Confirmation Order, and use the same degree of care and skill in its exercise as a prudent person would exercise or use under the circumstances in the conduct of his or her own affairs. The Claims Agent shall not be liable for any action taken in good faith in reliance upon the advice of professionals retained by it in accordance with this Agreement.

The Claims Agent shall have only such rights, powers and privileges expressly set forth in the Plan, this Agreement, and as otherwise provided by applicable law.

Compensation

In consideration for rendering such services as Claims Agent, during the Employment Period (as defined below), the Reorganized Debtors shall pay to the Claims Agent (i) a monthly fee equal to $15,000 for services performed as Claims Agent (the “ Monthly Fee ”), and (ii) an incentive fee equal to $25,000 in the event that the aggregate amount of Allowed general unsecured claims, exclusive of the claims of Spansion Japan, claims of Tessera, Inc., claims of Samsung, Senior Notes Claims, and Exchangeable Debentures Claims, at the conclusion of the Employment Period (the “ Final Claim Amount ”) is below $840,000,000; $50,000 in the event that the Final Claim Amount is below $800,000,000; $100,000 in the event that the Final Claim Amount is below $750,000,000; $200,000 in the event that the Final Claim Amount is below $700,000,000; $300,000 in the event that the Final Claim Amount is below $650,000,000; and $400,000 in the event that the Final Claim Amount is below $550,000,000 (the “ Incentive Fee, ” and, together with the Monthly Fee, the “ Employment Fees ”).

The Monthly Fee shall be paid in advance on the first day of each month during the Employment Period, and the Incentive Fee shall be paid at the conclusion of the Employment Period. In addition to the Employment Fees, the Claims Agent shall be entitled to the reimbursement of all reasonable out of pocket business expenses incurred while performing services as the Claims

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Agent (the “ Expenses ” and, together with the Employment Fees, the “ Fees ”) from the Reorganized Debtors.

Any adjustment in such compensation shall be subject to the mutual agreement of the Reorganized Debtors’ board of directors and the Claims Agent, but may not be adjusted downward prior to the second anniversary of the Effective Date. No downward adjustment may have the effect of lowering the monthly fee below $10,000 and there may be no downward adjustment of the Incentive Fee, in any case.

Term

This Agreement shall be effective between the parties as of the Effective Date of the Plan, and shall remain and continue in full force and effect for the duration specified in the Plan (the “ Employment Period ”).

Claims Agent Fund

On or before the Effective Date, the Debtors shall deposit $750,000, or such other amount as agreed to by the Debtors, the Creditors’ Committee and the Senior Noteholders Group, into an account designated by and held in the name of the Claims Agent (the “ Claims Agent Fund ”), which amounts shall be used from and after (but not for services rendered or costs or expenses incurred before) the Effective Date by the Claims Agent to perform the duties and responsibilities set forth in the Plan (other than for the payment of the Claims Agent’s professionals, who shall be paid by the Reorganized Debtors subject to receipt by the Reorganized Debtors of invoices, statements and/or other documentation demonstrating in sufficient detail the reasonableness of the proposed charges). If, subsequent to the initial funding of the Claims Agent Fund, the Claims Agent determines that the amount then held in the Claims Agent Fund is insufficient for it to conclude the performance of its duties under the Plan, it shall notify the Reorganized Debtors, and they shall meet together in good faith to determine what, if any, additional amounts should be deposited by the Reorganized Debtors into the Claims Agent Fund, pursuant to the procedures set forth in the Plan. Reorganized Spansion Inc.’s board of directors shall determine the amount of subsequent funding of the Claims Agent Fund.

Claims Agent Advisors

The Claims Agent shall be entitled to retain counsel and other advisors to exercise its rights and duties, which counsel and other advisors shall be employed by and work for the Claims Agent, and shall be paid for by the Reorganized Debtors, subject to receipt by the Debtors of invoices, statements and/or other documentation demonstrating in sufficient detail the reasonableness of the proposed charges.

Claims Agent Reliance

Except as otherwise provided in this Agreement, the Plan or the Confirmation Order:

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