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

(b) On February 4, 2013, Rambus Inc. (the "Company") issued a press release announcing that Thomas R. Lavelle, Senior Vice President and General Counsel, has resigned from his current position. The Company also announced that Jae Kim, the Company's current Vice President, Corporate Counsel has been appointed to the position of Senior Vice President and General Counsel, effective as of February 4, 2013.

(e) The Company and Mr. Lavelle entered into a Separation Agreement effective as of February 4, 2013 (the "Separation Agreement"). Under the Separation Agreement, provided Mr. Lavelle does not revoke his acceptance of the terms of the Separation Agreement, Mr. Lavelle will receive severance benefits consisting of a cash severance payment equal to Mr. Lavelle's base salary for 12 months and continued health insurance coverage for up to 12 months. Mr. Lavelle has also agreed to a customary release of any and all claims under the Separation Agreement. In addition, Mr. Lavelle has agreed to continue as an employee in order to provide transition services to the Company until April 26, 2013, or earlier if agreed between Mr. Lavelle and the Company.

A copy of the press release issued by the Company is attached hereto as Exhibit 99.1 and is incorporated by reference herein. The information in the press release shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, regardless of any general incorporation language in such filing.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.

99.1 Press release, dated February 4, 2013.

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