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

(d) Election of Dr. Ronald Black as Director

As previously disclosed, on June 20, 2012, the Board of Directors of Rambus Inc. ("Rambus" or the "Company") appointed Dr. Ronald D. Black as the President and Chief Executive Officer of the Company. At a meeting on July 11, 2012, the Board of Directors of the Company elected Dr. Black to be a member of the Board as a Class II director, to stand for reelection at the next annual meeting of the Company. In connection with the election of Dr. Black to the Board, the Board, pursuant to the provisions of the bylaws of the Company, resolved that the size of the Board of Directors be increased from eight to nine.

For a description of Dr. Black's biography and his employment agreement and compensation arrangements with the Company, see the Company's Form 8-K dated June 20, 2012, which disclosure is incorporated herein by reference. Dr. Black, as an employee-director, is not considered an independent director of the Board, does not sit on any committees of the Board and does not receive separate compensation for his service as a director.

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