RMBS Rambus Inc

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

(c)

On September 19, 2016, Rambus Inc. (the “Company”) announced that Rahul Mathur has accepted the offer to join the Company as its Senior Vice President, Chief Financial Officer. Mr. Mathur is planning to commence employment on October 3, 2016. Mr. Mathur will replace Martin Pilling, who has been serving as interim Chief Financial Officer since August 5, 2016. As Chief Financial Officer, Mr. Mathur will serve as the Company’s principal financial officer and principal accounting officer, subject to formal approvals. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Mr. Mathur, 42, has served as senior vice president of finance at Cypress Semiconductor Corp., a provider of embedded memory, microcontroller, and analog semiconductor system solutions, since March 2015, where he is responsible for financial planning and investor relations. From August 2012 to March 2015, Mr. Mathur served as vice president of finance at Spansion, Inc. (later acquired by Cypress Semiconductor Corp.). Mr. Mathur served as vice president of finance at Picaboo Corporation from January 2012 to August 2012 and vice president of finance at CDNetworks Inc. from January 2011 to December 2011. Prior to January 2011, Mr. Mathur held senior finance positions at Telesis Technologies, Inc., NetSuite Inc. and KLA-Tencor Corporation. Mr. Mathur holds a Bachelor of Arts in applied mathematics from Dartmouth College and an MBA from the Wharton School of Business at the University of Pennsylvania.

There are no family relationships between Mr. Mathur and any of our directors or executive officers and there are no arrangements or understandings between him and any other persons pursuant to which he was selected as an officer. There are no related party transactions between Mr. Mathur and the Company.

(e)

Pursuant to Mr. Mathur’s offer letter, Mr. Mathur will receive an annual salary of $330,000 and will be eligible to participate in the Company’s 2016 Corporate Incentive Plan (“2016 CIP”), under which he will have a 2016 CIP target of $270,000, with payout based on an assessment of his performance and the performance of his division, business unit or other area of responsibility. In addition, Mr. Mathur will receive a $50,000 hiring bonus. Mr. Mathur will be granted an option to purchase 60,000 shares of common stock of the Company. 10% of the shares subject to the option will vest six months from the date of grant, and the remaining shares will vest monthly thereafter until fully vested four years from the date of grant. Mr. Mathur will also be granted 80,000 restricted stock units which will vest annually over four years.

The foregoing description of Mr. Mathur’s offer letter is a summary and is qualified in its entirety by reference to the offer letter, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The Company plans to enter into its standard form of indemnification agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission on March 6, 1997, and its standard form of change of control severance agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Form 8-K that was filed with the Securities and Exchange Commission on March 9, 2015, with Mr. Mathur.