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RMBS > SEC Filings for RMBS > Form 8-K on 29-Jan-2008All Recent SEC Filings

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Form 8-K for RAMBUS INC


29-Jan-2008

Change in Directors or Principal Officers


Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 23, 2008, the Compensation Committee of the Board of Directors (the "Compensation Committee") of Rambus Inc. (the "Company") held a meeting at which it made certain executive compensation determinations for fiscal years 2007 and 2008. These determinations are described in more detail below. Cash Bonus Payments for Fiscal Year 2007 The Compensation Committee awarded the following cash bonus payments for fiscal year 2007 to the Company's principal executive officer, principal financial officer and named executive officers designated as such in the Company's proxy statement for its annual meeting of stockholders held on December 19, 2007 and whom it expects to designate as such in its next proxy statement (collectively, the "Named Executive Officers"):

 Name and Title                                                     Bonus Amount
 Harold Hughes                                                      $    168,000
 Chief Executive Officer and President

 Satish Rishi                                                       $     90,000
 Senior Vice President, Finance and Chief Financial Officer

 Laura Sue Stark                                                    $     37,824
 Senior Vice President, Platform Solutions

 Kevin S. Donnelly                                                  $     72,000
 Senior Vice President, Technology Development

 Thomas R. Lavelle                                                  $     90,000
 Senior Vice President and General Counsel

 Sharon E. Holt                                                     $    100,000
 Senior Vice President, Worldwide Sales, Licensing and Marketing

 Martin Scott, Ph.D.                                                $     76,000
 Senior Vice President, Engineering

These cash bonus payments were paid in connection with the Company's performance-based incentive plan (the "Incentive Plan"). As discussed in the Company's Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on November 27, 2007 (the "Proxy Statement"), the Incentive Plan is funded based on achievement of an adjusted pre-tax income target, which excludes stock-based compensation expense and other one-time charges deemed by the Compensation Committee to be extraordinary and outside of management's control. Executive officers participating in the Incentive Plan are also measured on their


performance against individual objectives tied directly to the Company's overall operating plan objectives. Final payouts under the Incentive Plan, if any, are determined by the funding level achieved and each individual's performance against his or her individual objectives.
Although the pre-tax income target was not achieved for 2007, the Compensation Committee approved the discretionary funding of the Incentive Plan at 40% of the pre-approved target level for fiscal year 2007. The Compensation Committee made this determination after considering the Company's performance during fiscal year 2007, current market conditions and the performance of the individual officers. The Compensation Committee also took into account the status of negotiations for new license agreements subsequent to the FTC Remedy Order as well as the increased litigation expenses in the second half of the year.
Base Salary, Bonus Targets and Equity Awards for Fiscal Year 2008 The Compensation Committee established the base salary for the Company's principal executive officer, principal financial officer and Named Executive Officers for fiscal year 2008. These amounts are set forth below:

                        Name                   Base Salary
                        Harold Hughes          $   440,000
                        Satish Rishi           $   318,240
                        Laura Sue Stark        $   260,000
                        Kevin S. Donnelly      $   273,650
                        Thomas R. Lavelle      $   312,000
                        Sharon E. Holt         $   312,000
                        Martin Scott, Ph.D.    $   301,600

The Compensation Committee also established bonus target amounts under the Incentive Plan for the Company's principal executive officer, principal financial officer and Named Executive Officers for fiscal year 2008. The bonus target amounts are set forth below:

                    Name                   Bonus Target Amount
                    Harold Hughes           $         440,000
                    Satish Rishi            $         240,000
                    Laura Sue Stark         $         195,000
                    Kevin S. Donnelly       $         190,000
                    Thomas R. Lavelle       $         240,000
                    Sharon E. Holt          $         275,000
                    Martin Scott, Ph.D.     $         205,000


In addition, the Compensation Committee granted certain stock option and restricted stock unit awards to the Company's principal executive officer, principal financial officer and Named Executive Officers to be effective as of February 1, 2008 pursuant to the Company's policy regarding equity awards. These grants were made under the Company's 2006 Equity Incentive Plan.


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