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RMBS > SEC Filings for RMBS > Form 8-K on 14-Mar-2013All Recent SEC Filings

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Form 8-K for RAMBUS INC


Change in Directors or Principal Officers, Other Events, Financial Statements and Exhi

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

(b) On March 11, 2013, Rambus Inc. (the "Company") announced that Sunlin Chou, P. Michael Farmwald, Harold Hughes and Abraham Sofaer, each a member of the Board of Directors (the "Board") of the Company, notified the Board of their respective decisions to retire from the Board, effective the date of the Company's 2013 Annual Meeting, scheduled for April 25, 2013. Each director notified the Board of the retirement decision on March 8, 2013. Dr. Farmwald will transition to the position of an emeritus advisor to the Board in a non-voting capacity. These individual retirements did not involve any disagreements with the Company. In addition, pursuant to the provisions of the bylaws of the Company, the Board on March 8, 2013 resolved to decrease the size of the Board from ten to six directors effective upon the retirement of these directors.

(e) On March 8, 2013, Mr. Hughes entered into a separation agreement with the Company pursuant to which Mr. Hughes would receive certain compensatory benefits in connection with his retirement from the Board and in recognition of his years of service to the Company. Pursuant to the terms of the agreement, which was approved by the Compensation Committee of the Board, contingent upon his retirement effective the date of the Company's 2013 Annual Meeting, and provided Mr. Hughes does not revoke his acceptance of the agreement, Mr. Hughes would receive severance benefits consisting of a cash severance payment equal to $500,000, vesting acceleration of 13 months for Mr. Hughes' outstanding equity awards, and an extension of the post-termination exercise period for his outstanding options, in each case to the earlier of an option's expiration date or two years from Mr. Hughes' separation date. Pursuant to the separation agreement Mr. Hughes would also agree to a customary release of any and all claims.

Item 8.01 - Other Events.

On March 8, 2013, the Board also elected Eric Stang as the Chairperson of the Board. In addition, the Board approved changes to the composition of the Board committees effective on March 8, 2013 as follows:

Audit Committee: J. Thomas Bentley (Chair), Charles Kissner and David Shrigley

Compensation Committee: Penelope Herscher (Chair) and Charles Kissner

Corporate Governance/ Nominating Committee: Eric Stang (Chair) and David Shrigley

A copy of the press release issued by the Company relating to the matters discussed above 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 March 11, 2013.

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