Item 2.05 - Costs Associated with Exit or Disposal Activities.

In a previously issued press release on August 22, 2012, Rambus Inc. ("Rambus" or the "Company") announced a restructuring and a plan of termination resulting in expected overall cash savings of $30-$35 million annually. The reductions in expense and associated workforce are expected to be completed by the end of the fourth quarter of 2012. The total estimated cash payout related to the reduction in force is approximately $6.5 million which include $5.2 million of severance and termination benefits and $1.3 million of other related costs. In addition, the Company will pay approximately $3.0 million in early termination retention payments to certain employees. The Board of Directors of Rambus approved the commitment to the restructuring on August 28, 2012.

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

(e) In a previously issued press release announcing a restructuring of the Company, the Company announced that Sharon Holt, senior vice president and general manager, semiconductor business group, would resign from her position effective August 30, 2012. The Company and Ms. Holt entered into a Separation Agreement effective as of August 30, 2012 (the "Separation Agreement"). Under the Separation Agreement, provided Ms. Holt does not revoke her acceptance of the terms of the Separation Agreement within seven days of the agreement, Ms. Holt will receive severance benefits consisting of a cash severance payment equal to Ms. Holt's base salary for 9 months and continued health insurance coverage for up to 4 months. Under the Separation Agreement, Ms. Holt has agreed to a customary release of any and all claims. In addition, Ms. Holt has agreed to provide certain ongoing transition services to the Company as requested by the Company pursuant to a customary consulting agreement.

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