RAMBUS INC false 0000917273 0000917273 2019-08-26 2019-08-26

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 26, 2019

 

Rambus Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

000-22339

 

94-3112828

(State or other jurisdiction of
incorporation)

 

(Commission

File Number)

 

(I. R. S. Employer

Identification No.)

     

1050 Enterprise Way, Suite 700

Sunnyvale, California

 

94089

(Address of principal executive offices)

 

(Zip Code)

(408) 462-8000

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock

 

RMBS

 

NASDAQ Global Select Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  

 

 


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

(c) Appointment of Sean Fan as Chief Operating Officer

The Board of Directors (the “Board”) of Rambus Inc. (“Rambus” or the “Company”) has appointed Sean Fan as the Chief Operating Officer of the Company, effective August 26, 2019, reporting to Luc Seraphin, CEO.

Sean Fan, age 53, served as Vice President and General Manager at Renesas Electronics Corporation, responsible for the datacenter business unit, from March 2019 to June 2019, before joining Rambus. Prior to his role at Renesas, Mr. Fan was Senior Vice President and Corporate General Manager of the Computing and Communications Group at Integrated Device Technology, Inc. (“IDT”) from May 2017 until March 2019 when IDT was acquired by Renesas Electronics Corporation. Mr. Fan joined IDT in 1999 and held various management roles at IDT, including Vice President and General Manager of the Computing and Communications Division, Vice President and General Manager of the Interface Connectivity Division, Vice President of China Operations, Vice President and General Manager of the Memory Interface Division, General Manager of Standard Product Operations, and Senior Director of Silicon Timing Solutions. Prior to joining IDT, Mr. Fan served in various engineering and management roles with Lucent Microelectronics, Mitel Semiconductor, and the National Lab of Telecom Research in China.

There are no family relationships between Mr. Fan and any of our directors or executive officers. There are no related party transactions between Mr. Fan and Rambus other than his employment relationship with Rambus.

A copy of Rambus’ press release regarding these events is being furnished as Exhibit 99.1 to this Form 8-K. The exhibit attached hereto 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.

(e) Entry into Offer Letter and Change of Control Severance Agreement with Sean Fan

Pursuant to Mr. Fan’s offer letter, Mr. Fan will receive an annual salary of $475,000 and will be eligible to participate in the Company’s annual corporate incentive plan, under which he will have a target bonus of $380,000, with payout based on an assessment of his performance and the performance of his division, business unit or other area of responsibility. Mr. Fan’s bonus for 2019 will be prorated for such period. In addition, Mr. Fan will receive a $300,000 hiring inducement bonus with an additional $300,000 to be paid on the one year anniversary of his start date, subject to Mr. Fan remaining an employee in good standing.

In connection with his employment, Mr. Fan also will receive an award of 112,782 restricted stock units (“RSUs”) under the Company’s Inducement Plan (as defined herein), with 50% of such RSUs vesting on the one year anniversary of the date of grant and 50% of such RSUs vesting on the two year anniversary of the date of grant, subject to Mr. Fan continuing to be a service provider through the vesting date, and an award of 112,782 performance units under the Company’s Inducement Plan, with such performance units vesting based upon the achievement of customer licensing income compound annual growth measured over a three-year performance period consistent with the performance units for the other executive officers of the Company, subject to Mr. Fan continuing to be a service provider through the vesting date. The RSUs and the performance units will be granted after the grant approval process is completed on the first business day of the first full month after Mr. Fan’s start date. The RSUs and the performance units will be subject to the terms and conditions of the Company’s Inducement Plan and related restricted stock unit agreements. Mr. Fan may be eligible to receive additional awards of stock options, restricted stock units, or other equity awards as determined by the Board in its discretion.

The foregoing description of Mr. Fan’s offer letter is a summary and is qualified in its entirety by reference to the offer letter, which is attached hereto as Exhibit 10.1 and incorporated by reference herein.

The Company and Mr. Fan have also entered into a standard form of indemnification agreement, a copy of which is filed as Exhibit 10.1 to the Company’s Registration Statement on Form S-1 that was filed with the Securities and Exchange Commission on March 6, 1997, and a standard form of change of control severance agreement for executive officers other than the CEO, a copy of which is filed as Exhibit 10.1 to the Company’s Form 8-K that was filed with the Securities and Exchange Commission on March 9, 2015.


Adoption of Inducement Plan

In connection with Mr. Fan’s employment, the Board adopted the Rambus Inc. 2019 Inducement Equity Incentive Plan (the “Inducement Plan”) and, subject to the adjustment provisions of the Inducement Plan, reserved 400,000 shares of the Company’s common stock for issuance pursuant to equity awards granted under the Inducement Plan.

The Inducement Plan was adopted without stockholder approval pursuant to Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq Listing Rules. The Inducement Plan provides for the grant of equity-based awards, including nonstatutory stock options, restricted stock units, restricted stock, stock appreciation rights, performance shares and performance units, and its terms are substantially similar to the Company’s 2015 Equity Incentive Plan, including with respect to treatment of equity awards in the event of a “merger” or “change in control” as defined under the Inducement Plan, but with such other terms and conditions intended to comply with the NASDAQ inducement award exception or to comply with the NASDAQ acquisition and merger exception. However, the Company’s 2015 Equity Incentive Plan permits certain exchange programs (including repricings) without stockholder approval, while the Inducement Plan requires stockholder approval for such exchange programs.

In accordance with Rule 5635(c)(4) and Rule 5635(c)(3) of the Nasdaq Listing Rules, awards under the Inducement Plan may only be made to individuals not previously employees or non-employee directors of the Company (or following such individuals’ bona fide period of non-employment with the Company), as an inducement material to the individuals’ entry into employment with the Company, or, to the extent permitted by Rule 5635(c)(3) of the Nasdaq Listing Rules, in connection with a merger or acquisition.

A copy of the Inducement Plan and related form agreements under the Inducement Plan are attached as Exhibit 10.2, Exhibit 10.3, and Exhibit 10.4 hereto and incorporated by reference herein. The above description of the Inducement Plan does not purport to be complete and is qualified in its entirety by reference to such exhibit.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

         
 

10.1

   

Offer Letter between the Company and Mr. Fan, dated as of August 9, 2019.

         
 

10.2

   

2019 Inducement Equity Incentive Plan.

         
 

10.3

   

Form of Restricted Stock Unit Agreement (2019 Inducement Equity Incentive Plan).

         
 

10.4

   

Form of Performance Based Restricted Stock Unit Agreement (2019 Inducement Equity Incentive Plan).

         
 

99.1

   

Press Release of Rambus, issued on August 28, 2019.

         
 

104

   

Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)


SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 28, 2019

 

 

Rambus Inc.

         

 

 

/s/ Jae Kim

 

 

Jae Kim, Senior Vice President, Secretary and General Counsel

Exhibit 10.1

 

LOGO

Rambus Inc.

1050 Enterprise Way, Suite 700

Sunnyvale, CA 94089

408-462-8000

rambus.com

August 9, 2019

Dear Sean:

We are pleased to offer you a position with Rambus or one of its affiliates or subsidiaries (the “Company” or “Rambus”) as Chief Operating Officer. This letter will confirm the terms of your employment with the Company as follows:

Your starting base salary will be USD$19,791.66 gross semi-monthly, which over a full year would equal USD$475,000 before taxes and any other withholdings. You will also have an annual target bonus of USD$380,000 before taxes and any other withholdings annually so long as you are an employee with the Company on the bonus payout date (pursuant to the Company’s Corporate Incentive Plan) beginning in the fiscal and calendar year 2019. You will be eligible for a prorated bonus for the fiscal and calendar year 2019.

As an incentive to accept employment, the Company will pay you an additional $300,000 promptly following your first date of employment, and then an additional $300,000 twelve months following the first date of your employment with the Company, provided, that you remain an employee in good standing.

You will be classified as an exempt employee, reporting to our Chief Executive Officer, Luc Seraphin. You will be eligible for Rambus’ standard benefits package including insurance and other benefits.

As an inducement to accept employment with the Company, Rambus will grant you the following equity awards:

 

  (a)

An inducement award of 112,782 RSUs after the grant approval process is completed on the first business day of the first full month after your first day of employment at Rambus. These RSUs will vest as follows: 50% of the RSUs will vest twelve months from the date of grant, and the remaining 50% of the RSUs will vest twenty-four months from the date of grant.

 

  (b)

An inducement award of 112,782 Performance Stock Units (“PSUs”) after the grant approval process is completed on the first business day of the first full month after your first day of employment at Rambus. The PSUs vest based upon the achievement of Customer Licensing Income (“CLI”) compound annual growth measured over a three-year performance period. The initial payout will then be modified +/-25% based on the Company’s TSR ranking relative to its compensation peer group. Compound annual CLI growth of 5% results in 50% of target payout. Each additional 1% compound annual growth results in 10% of the target number of performance units vesting, up to a maximum of 160% of target performance units at 16% compound annual growth. If compound annual CLI growth is below 5%, the performance units are forfeited. At the end of the performance period, if Rambus’ TSR is in the top third of the peer group, the payout number of shares will be multiplied by 125%; middle third performance will have no additional impact on payout, and bottom third performance will have a negative 25% impact.


The foregoing equity awards are described in more detail, and subject to all terms and conditions set forth in the attached equity award agreements and the related equity plans. As part of the senior executive team, you will also be eligible to participate in the upcoming annual compensation cycle commencing in January 2020, which will include additional equity awards consisting of RSUs and performance stock units in amounts to be determined by the Compensation Committee of the Board of Directors of Rambus at such time.

Enclosed is a copy of our Employment, Confidential Information and Invention Assignment Agreement. This document assigns rights to all inventions to Rambus and requires you to keep confidential all matters regarding Rambus technology and business relationships until Rambus has made such information public. Please read, sign, and return this agreement on your first day of work.

Also enclosed is a copy of our Insider Trading Policy and Code of Business Conduct and Ethics. Please review, sign the acknowledgment form, and return on your first day of work.

For purposes of federal immigration law, you will be required to provide to Rambus documentary evidence of your identity and eligibility for employment in the United States. Such documentation must be provided to us within three business days of your date of hire, or your employment may be terminated. Please bring the appropriate documents on your first day of employment.

If you choose to accept this offer, your employment with Rambus will be voluntarily entered into and will be for no specified period. As a result, you will be an “at-will” employee and will be free to resign at any time, for any reason or for no reason, as you deem appropriate. Rambus will have a similar right and may conclude its employment relationship with you at any time, with or without cause or reason.

You may accept this offer by signing below and entering your start date. We will expect a reply from you no later than August 12, 2019, after which this offer will be closed. Please retain the extra copy of this letter for your personal records.

This offer is contingent upon the satisfactory background verification of criminal, education, employment and reference check(s).

Sean, I know you can do a great job for us. I believe Rambus is an excellent company that can provide you with a continuing challenge and opportunity for personal growth.

We all hope you decide to join us.

Sincerely,

/s/ Luc Seraphin

Luc Seraphin

CEO

Rambus Inc.


I have read and accept the above:

 

/s/ Sean Fan

     August 9, 2019                
Signature      Date Signed
August 26, 2019     
Start Date     

Exhibit 10.2

RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

1.    Purpose of the Plan. The purpose of this Plan is to attract and retain the best available personnel for positions of substantial responsibility by providing an inducement material to individuals’ entering into employment with the Company or any Parent or Subsidiary of the Company.

The Plan permits the grant of Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine. Each Award under the Plan is intended to qualify as an employment inducement award under the Listing Rule 5635(c)(4) or to qualify under the exception relating to plans or arrangements relating to an acquisition or merger under the Listing Rule 5635(c)(3).

2.    Definitions. As used herein, the following definitions will apply:

(a)    “Administrator” means the Board or any of its Committees that will be administering the Plan in accordance with Section 4 of the Plan.

(b)    “Applicable Laws” means the requirements relating to the administration of equity-based awards under U.S. state corporate laws, U.S. federal and state securities laws, the Code, any stock exchange or quotation system on which the Common Stock is listed or quoted and the applicable laws of any foreign country or jurisdiction where Awards are, or will be, granted under the Plan.

(c)    “Award” means, individually or collectively, a grant under the Plan of Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares and other stock or cash awards as the Administrator may determine.

(d)    “Award Agreement” means the written or electronic agreement setting forth the terms and provisions applicable to each Award granted under the Plan. The Award Agreement is subject to the terms and conditions of the Plan.

(e)    “Board” means the Board of Directors of the Company.

(f)    “Change in Control” means the occurrence of any of the following events:

(i)    A change in the ownership of the Company which occurs on the date that any one person, or more than one person acting as a group (“Person”), acquires ownership of the stock of the Company that, together with the stock held by such Person, constitutes more than 50% of the total voting power of the stock of the Company; provided, however, that for purposes of this subsection, the acquisition of additional stock by any one Person, who is considered to own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control; provided, however, that for purposes of this clause (i), (1) the acquisition of beneficial ownership of additional stock by any one Person who is considered to beneficially own more than 50% of the total voting power of the stock of the Company will not be considered a Change in Control; and (2) if the stockholders of the Company immediately before such change in ownership continue to retain immediately after the change in ownership, in substantially the same proportions as their ownership of shares of the Company’s voting stock immediately prior to the change in ownership, direct or indirect beneficial ownership of 50% or more of the total voting power of the stock of the Company or of the ultimate parent entity of the Company, such event will not be considered a Change in Control under this clause (i). For this purpose, indirect beneficial ownership will include, without limitation, an interest resulting from ownership of the voting securities of one or more corporations or other business entities which own the Company, as the case may be, either directly or through one or more subsidiary corporations or other business entities; or


(ii)    A change in the effective control of the Company which occurs on the date that a majority of members of the Board is replaced during any twelve (12) month period by Directors whose appointment or election is not endorsed by a majority of the members of the Board prior to the date of the appointment or election. For purposes of this clause (ii), if any Person is considered to be in effective control of the Company, the acquisition of additional control of the Company by the same Person will not be considered a Change in Control; or

(iii)    A change in the ownership of a substantial portion of the Company’s assets which occurs on the date that any Person acquires (or has acquired during the twelve (12) month period ending on the date of the most recent acquisition by such person or persons) assets from the Company that have a total gross fair market value equal to or more than 50% of the total gross fair market value of all of the assets of the Company immediately prior to such acquisition or acquisitions; provided, however, that for purposes of this subsection (iii), the following will not constitute a change in the ownership of a substantial portion of the Company’s assets: (A) a transfer to an entity that is controlled by the Company’s stockholders immediately after the transfer, or (B) a transfer of assets by the Company to: (1) a stockholder of the Company (immediately before the asset transfer) in exchange for or with respect to the Company’s stock, (2) an entity, 50% or more of the total value or voting power of which is owned, directly or indirectly, by the Company, (3) a Person, that owns, directly or indirectly, 50% or more of the total value or voting power of all the outstanding stock of the Company, or (4) an entity, at least 50% of the total value or voting power of which is owned, directly or indirectly, by a Person described in this subsection (iii)(B)(3). For purposes of this subsection (iii), gross fair market value means the value of the assets of the Company, or the value of the assets being disposed of, determined without regard to any liabilities associated with such assets.

For purposes of this definition, persons will be considered to be acting as a group if they are owners of a corporation that enters into a merger, consolidation, purchase or acquisition of stock, or similar business transaction with the Company.

Notwithstanding the foregoing, a transaction will not be deemed a Change in Control unless the transaction qualifies as a change in control event within the meaning of Code Section 409A, as it has been and may be amended from time to time, and any proposed or final Treasury Regulations and Internal Revenue Service guidance that has been promulgated or may be promulgated thereunder from time to time.

 

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Further and for the avoidance of doubt, a transaction will not constitute a Change in Control if: (i) its sole purpose is to change the state of the Company’s incorporation, or (ii) its sole purpose is to create a holding company that will be owned in substantially the same proportions by the persons who held the Company’s securities immediately before such transaction.

(g)    “Code” means the Internal Revenue Code of 1986, as amended. Any reference to a section of the Code herein will be a reference to any successor or amended section of the Code.

(h)    “Committee” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the Board, or a duly authorized committee of the Board, in accordance with Section 4 hereof.

(i)    “Common Stock” means the common stock of the Company.

(j)    “Company” means Rambus Inc., a Delaware corporation, or any successor thereto.

(k)    “Consultant” means any natural person, including an advisor, engaged by the Company or a Parent or Subsidiary to render bona fide services to such entity, provided the services: (i) are not in connection with the offer or sale of securities in a capital-raising transaction, and (ii) do not directly promote or maintain a market for the Company’s securities, in each case, within the meaning of Form S-8 promulgated under the Securities Act, and provided, further, that a Consultant will include only those persons to whom the issuance of Shares may be registered under Form S-8 promulgated under the Securities Act.

(l)     “Director” means a member of the Board.

(m)    “Disability” means total and permanent disability as defined in Section 22(e) (3) of the Code, provided that the Administrator in its discretion may determine whether a permanent and total disability exists in accordance with uniform and non-discriminatory standards adopted by the Administrator from time to time.

(n)    “Dividend Equivalent” means a credit, payable in cash or Shares, made at the discretion of the Administrator or as otherwise provided by the Plan, to the account of a Participant in an amount equal to the cash dividends paid on one Share for each Share represented by an Award held by such Participant. Dividend Equivalents may be subject to the same vesting restrictions as the related Shares subject to an Award, at the discretion of the Administrator provided that dividends and other distributions payable with respect to Shares subject to Awards (including Dividend Equivalents) will not be paid before the underlying Shares vest.

(o)    “Employee” means any person, including Officers and Directors, employed by the Company or any Parent or Subsidiary of the Company. Neither service as a Director nor payment of a director’s fee by the Company will be sufficient to constitute “employment” by the Company. However, for the avoidance of doubt, a person who already is serving as a Director prior to becoming an Employee will not be eligible to be granted an Award under the Plan unless permitted under the Listing Rule 5635(c)(4). The Company will determine in good faith and in the exercise of its discretion whether an individual has become or has ceased to be an Employee and the effective date of such individual’s employment or termination of employment, as the case may be. For purposes of an individual’s rights, if any, under the Plan as of the time of the Company’s determination, all such determinations by the Company will be final, binding and conclusive, notwithstanding that the Company or any court of law or governmental agency subsequently makes a contrary determination.

 

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(p)    “Exchange Act” means the Securities Exchange Act of 1934, as amended.

(q)    “Exchange Program” means a program under which (i) outstanding Awards are surrendered or cancelled in exchange for awards of the same type (which may have higher or lower exercise prices and different terms), awards of a different type, and/or cash, (ii) Participants would have the opportunity to transfer any outstanding Awards to a financial institution or other person or entity selected by the Administrator, and/or (iii) the exercise price of an outstanding Award is increased or reduced. The Administrator may not implement an Exchange Program.

(r)    “Fair Market Value” means, as of any date, the value of Common Stock as the Administrator may determine in good faith by reference to the price of such stock on any established stock exchange or a national market system on the day of determination if the Common Stock is so listed on any established stock exchange or a national market system. If the Common Stock is not listed on any established stock exchange or a national market system, the value of the Common Stock as the Administrator may determine in good faith.

(s)    “Fiscal Year” means the fiscal year of the Company.

(t)    “Incentive Stock Option” means an Option that by its terms qualifies and is otherwise intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(u)    “Listing Rule” means the Listing Rules of The Nasdaq Stock Market LLC. Reference to any Listing Rule will include the terms and conditions of the Listing Rule and any applicable Interpretive Material and other guidance issued under the Listing Rule.

(v)    “Nonstatutory Stock Option” means an Option that by its terms does not qualify or is not intended to qualify as an Incentive Stock Option.

(w)    “Officer” means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(x)    “Option” means a stock option granted pursuant to the Plan. All Options granted under the Plan will constitute Nonstatutory Stock Options.

(y)    “Parent” means a “parent corporation,” whether now or hereafter existing, as defined in Section 424(e) of the Code.

(z)    “Participant” means the holder of an outstanding Award.

(aa)    “Performance Period” means any Fiscal Year of the Company or such other period as determined by the Administrator in its sole discretion.

 

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(bb)    “Performance Share” means an Award denominated in Shares which may be earned in whole or in part upon attainment of performance objectives or other vesting criteria as the Administrator may determine pursuant to Section 10.

(cc)    “Performance Unit” means an Award which may be earned in whole or in part upon attainment of performance objectives or other vesting criteria as the Administrator may determine and which may be settled for cash, Shares or other securities or a combination of the foregoing pursuant to Section 10.

(dd)    “Period of Restriction” means the period during which the transfer of Shares of Restricted Stock are subject to restrictions and therefore, the Shares are subject to a substantial risk of forfeiture. Such restrictions may be based on the passage of time, the achievement of target levels of performance, or the occurrence of other events as determined by the Administrator.

(ee)    “Plan” means this 2019 Inducement Equity Incentive Plan.

(ff)    “Restricted Stock” means Shares issued pursuant to a Restricted Stock award under Section 7 of the Plan, or issued pursuant to the early exercise of an Option.

(gg)    “Restricted Stock Unit” means a bookkeeping entry representing an amount equal to the Fair Market Value of one Share, granted pursuant to Section 8. Each Restricted Stock Unit represents an unfunded and unsecured obligation of the Company.

(hh)    “Rule 16b-3” means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(ii)    “Section 16(b)” means Section 16(b) of the Exchange Act.

(jj)    “Service Provider” means an Employee, Director or Consultant.

(kk)    “Share” means a share of the Common Stock, as adjusted in accordance with Section 14 of the Plan.

(ll)    “Stock Appreciation Right” means an Award, granted alone or in connection with an Option, that pursuant to Section 9 is designated as a Stock Appreciation Right.

(mm)    “Subsidiary” means a “subsidiary corporation,” whether now or hereafter existing, as defined in Section 424(f) of the Code.

(nn)    “Successor Corporation” has the meaning given to such term in Section 14(c) of the Plan.

3.    Stock Subject to the Plan.

(a)    Stock Subject to the Plan. Subject to the provisions of Section 14 of the Plan, the maximum aggregate number of Shares that may be awarded and sold under the Plan is 400,000 Shares. In addition, Shares may become available for issuance pursuant to Section 3(b). The Shares may be authorized, but unissued, or reacquired Common Stock.

 

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(b)    Lapsed Awards. If an Award expires or becomes unexercisable without having been exercised in full, or, with respect to Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units, is forfeited to or repurchased by the Company, the unpurchased Shares (or for Awards other than Options and Stock Appreciation Rights, the forfeited or repurchased Shares) which were subject thereto will become available for future grant or sale under the Plan (unless the Plan has terminated). With respect to Stock Appreciation Rights, all of the Shares covered by the Award (that is, Shares actually issued pursuant to a Stock Appreciation Right, as well as the Shares that represent payment of the exercise price) will cease to be available under the Plan. However, Shares that have actually been issued under the Plan under any Award will not be returned to the Plan and will not become available for future distribution under the Plan; provided, however, that if unvested Shares of Restricted Stock, Restricted Stock Units, Performance Shares or Performance Units are repurchased by the Company or are forfeited to the Company, such Shares will become available for future grant under the Plan. Shares used to pay the tax and exercise price of an Award will not become available for future grant or sale under the Plan. To the extent an Award under the Plan is paid out in cash rather than Shares, such cash payment will not result in reducing the number of Shares available for issuance under the Plan.

(c)    Share Reserve. The Company, during the term of this Plan, will at all times reserve and keep available such number of Shares as will be sufficient to satisfy the requirements of the Plan.

4.    Administration of the Plan.

(a)    Procedure.

(i)    General Administration; Multiple Administrative Bodies. The Plan will be administered by a Committee or Committees as determined by the Board, which will be constituted to satisfy Applicable Laws. Different Committees with respect to different groups of Participants may administer the Plan.

(ii)    Rule 16b-3. To the extent desirable to qualify transactions hereunder as exempt under Rule 16b-3, the transactions contemplated hereunder will be structured to satisfy the requirements for exemption under Rule 16b-3.

(iii)    Delegation of Authority for Day-to-Day Administration. Except to the extent prohibited by Applicable Law, the Administrator may delegate to one or more individuals the day-to-day administration of the Plan and any of the functions assigned to it in this Plan. Such delegation may be revoked at any time.

(iv)    Approval. Awards granted under the Plan must be approved by a majority of the Company’s “Independent Directors,” as defined in the Listing Rules, or the independent Compensation Committee of the Board, in each case acting as the Administrator.

(b)    Powers of the Administrator. Subject to the provisions of the Plan, and in the case of a Committee, subject to the specific duties delegated by the Board to such Committee, the Administrator will have the authority, in its discretion:

(i)    to determine the Fair Market Value;

 

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(ii)    to select the individuals to whom Awards may be granted hereunder, subject to Section 5 (which Awards will be intended as a material inducement to the individual becoming an Employee or as otherwise permitted under Listing Rule 5635(c)(3));

(iii)    to determine the number of Shares to be covered by each Award granted hereunder;

(iv)    to approve forms of Award Agreements for use under the Plan;

(v)    to determine the terms and conditions, not inconsistent with the terms of the Plan, of any Award granted hereunder. Such terms and conditions include, but are not limited to, the exercise price, the time or times when Awards may be exercised (which may be based on performance criteria), any vesting acceleration or waiver of forfeiture restrictions, and any restriction or limitation regarding any Award or the Shares relating thereto, based in each case on such factors as the Administrator will determine;

(vi)    to construe and interpret the terms of the Plan and Awards granted pursuant to the Plan;

(vii)    to prescribe, amend and rescind rules and regulations relating to the Plan, including rules and regulations relating to sub-plans established for the purpose of satisfying applicable foreign laws or for qualifying for favorable tax treatment under applicable foreign laws;

(viii)    to modify or amend each Award (subject to Section 19(c) of the Plan), including but not limited to the discretionary authority to extend the post-termination exercisability period of Awards and to extend the maximum term of an Option. Notwithstanding the foregoing, the Administrator may not institute an Exchange Program;

(ix)    to allow Participants to satisfy tax withholding obligations in such manner as prescribed in Section 15 of the Plan;

(x)    to authorize any person to execute on behalf of the Company any instrument required to effect the grant of an Award previously granted by the Administrator;

(xi)    to determine whether Awards (other than Options or SARs) will be adjusted for Dividend Equivalents;

(xii)    to allow a Participant to defer the receipt of the payment of cash or the delivery of Shares that would otherwise be due to such Participant under an Award pursuant to such procedures as the Administrator may determine;

(xiii)    to impose such restrictions, conditions or limitations as it determines appropriate as to the timing and manner of any resales by a Participant or other subsequent transfers by the Participant of any Shares issued as a result of or under an Award, including without limitation, (A) restrictions under an insider trading policy, and (B) restrictions as to the use of a specified brokerage firm for such resales or other transfers;

 

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(xiv)    to require that the Participant’s rights, payments and benefits with respect to an Award (including amounts received upon the settlement or exercise of an Award) will be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award, as may be specified in an Award Agreement at the time of the Award, or later if (A) Applicable Laws require the Company to adopt a policy requiring such reduction, cancellation, forfeiture or recoupment, or (B) pursuant to an amendment of an outstanding Award; and

(xv)    to make all other determinations deemed necessary or advisable for administering the Plan.

(c)    Effect of Administrator’s Decision. The Administrator’s decisions, determinations and interpretations will be final and binding on all Participants and any other holders of Awards.

5.    Eligibility. Nonstatutory Stock Options, Restricted Stock, Restricted Stock Units, Stock Appreciation Rights, Performance Units, Performance Shares and such other cash or stock awards as the Administrator determines may be granted to Employees so long as the following requirements are met:

(a)    The Employee was not previously an Employee or Director, or the Employee is to become employed by the Company or any of its Parent or Subsidiaries following a bona-fide period of non-employment or non-service; and

(b)    The grant of the Award or Awards to the Employee is an inducement material to the Employee’s entering into employment with the Company (or any of its Parent or Subsidiaries, as applicable) in accordance with the Listing Rule.

Notwithstanding the foregoing, an Employee may be granted an Award in connection with an acquisition or merger to the extent permitted by Listing Rule 5635(c)(3).

6.    Stock Options.

(a)    Grant of Options. Subject to the terms and conditions of the Plan, including without limitation the eligibility requirements of Section 5, an Option may be granted to an Employee at any time and from time to time as will be determined by the Administrator, in its sole discretion.

(b)    Number of Shares. The Administrator will have complete discretion to determine the number of Shares subject to Options granted to any Participant.

(c)    Term of Option. The Administrator will determine the term of each Option in its sole discretion; provided, however, that the term will be no more than ten (10) years from the date of grant thereof.

 

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(d)    Option Exercise Price and Consideration.

(i)    Exercise Price. The per share exercise price for the Shares to be issued pursuant to exercise of an Option will be determined by the Administrator, but will be no less than 100% of the Fair Market Value per Share on the date of grant.

(ii)    Waiting Period and Exercise Dates. At the time an Option is granted, the Administrator will fix the period within which the Option may be exercised and will determine any conditions that must be satisfied before the Option may be exercised.

(iii)    Form of Consideration. The Administrator will determine the acceptable form(s) of consideration for exercising an Option, including the method of payment, to the extent permitted by Applicable Laws.

(e)    Exercise of Option.

(i)    Procedure for Exercise; Rights as a Stockholder. Any Option granted hereunder will be exercisable according to the terms of the Plan and at such times and under such conditions as determined by the Administrator and set forth in the Award Agreement. An Option may not be exercised for a fraction of a Share.

An Option will be deemed exercised when the Company receives: (i) notice of exercise (in such form as the Administrator may specify from time to time) from the person entitled to exercise the Option, and (ii) full payment for the Shares with respect to which the Option is exercised (together with an applicable withholding taxes). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 14 of the Plan.

(ii)    Termination of Relationship as a Service Provider. If a Participant ceases to be a Service Provider, other than upon the Participant’s death or Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for three (3) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified by the Administrator, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

(iii)    Disability of Participant. If a Participant ceases to be a Service Provider as a result of the Participant’s Disability, the Participant may exercise his or her Option within such period of time as is specified in the Award Agreement to the extent the Option is vested on the date of termination (but in no event later than the expiration of the term of such Option as set forth in the Award Agreement). In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following the Participant’s termination. Unless otherwise provided by the Administrator, if on the date of termination the Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will revert to the Plan. If after termination the Participant does not exercise his or her Option within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

 

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(iv)    Death of Participant. If a Participant dies while a Service Provider, the Option may be exercised following the Participant’s death within such period of time as is specified in the Award Agreement to the extent that the Option is vested on the date of death (but in no event may the Option be exercised later than the expiration of the term of such Option as set forth in the Award Agreement), by the Participant’s designated beneficiary, provided such beneficiary has been designated prior to Participant’s death in a form acceptable to the Administrator. If no such beneficiary has been designated by the Participant, then such Option may be exercised by the personal representative of the Participant’s estate or by the person(s) to whom the Option is transferred pursuant to the Participant’s will or in accordance with the laws of descent and distribution. In the absence of a specified time in the Award Agreement, the Option will remain exercisable for twelve (12) months following Participant’s death. Unless otherwise provided by the Administrator, if at the time of death Participant is not vested as to his or her entire Option, the Shares covered by the unvested portion of the Option will immediately revert to the Plan. If the Option is not so exercised within the time specified herein, the Option will terminate, and the Shares covered by such Option will revert to the Plan.

7.    Restricted Stock.

(a)    Grant of Restricted Stock. Subject to the terms and conditions of the Plan, including without limitation the eligibility requirements of Section 5, the Administrator, at any time and from time to time, may grant Shares of Restricted Stock to Employees in such amounts as the Administrator, in its sole discretion, will determine.

(b)    Restricted Stock Agreement. Each Award of Restricted Stock will be evidenced by an Award Agreement that will specify the Period of Restriction (if any), the number of Shares granted, and such other terms and conditions as the Administrator, in its sole discretion, will determine.    Unless the Administrator determines otherwise, Shares of Restricted Stock will be held by the Company as escrow agent until the restrictions on such Shares have lapsed.

(c)    Transferability. Except as provided in this Section 7, Shares of Restricted Stock may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated until the end of the applicable Period of Restriction.

(d)    Other Restrictions. The Administrator, in its sole discretion, may impose such other restrictions on Shares of Restricted Stock as it may deem advisable or appropriate.

(e)    Removal of Restrictions. Except as otherwise provided in this Section 7, Shares of Restricted Stock covered by each Restricted Stock grant made under the Plan will be released from escrow as soon as practicable after the last day of the Period of Restriction. The Administrator, in its discretion, may accelerate the time at which any restrictions will lapse or be removed.

(f)    Voting Rights. During the Period of Restriction, Service Providers holding Shares of Restricted Stock granted hereunder may exercise full voting rights with respect to those Shares, unless the Administrator determines otherwise.

 

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(g)    Dividends and Other Distributions. During the Period of Restriction, Service Providers holding Shares of Restricted Stock will be entitled to receive all dividends and other distributions paid with respect to such Shares unless otherwise provided in the Award Agreement. If any such dividends or distributions are paid in Shares, the Shares will be subject to the same restrictions on transferability and forfeitability as the Shares of Restricted Stock with respect to which they were paid.

(h)    Return of Restricted Stock to Company. On the date set forth in the Award Agreement, the Restricted Stock for which restrictions have not lapsed will revert to the Company and again will become available for grant under the Plan.

8.    Restricted Stock Units.

(a)    Grant. Subject to the terms and conditions of the Plan, including without limitation the eligibility requirements of Section 5, Restricted Stock Units may be granted at any time and from time to time as determined by the Administrator. Each Restricted Stock Unit grant will be evidenced by an Award Agreement that will specify such other terms and conditions as the Administrator, in its sole discretion, will determine, including all terms, conditions, and restrictions related to the grant, the number of Restricted Stock Units and the form of payout, which, subject to Section 8(d), may be left to the discretion of the Administrator.

(b)    Vesting Criteria and Other Terms. The Administrator will set vesting criteria in its discretion, which, depending on the extent to which the criteria are met, will determine the number of Restricted Stock Units that will be paid out to the Participant. Each Award of Restricted Stock Units will be evidenced by an Award Agreement that will specify the vesting criteria, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(c)    Earning Restricted Stock Units. Upon meeting the applicable vesting criteria, the Participant will be entitled to receive a payout as specified in the Award Agreement. The Administrator may set vesting criteria based upon the achievement of Company-wide, divisional, business unit, or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws or any other basis determined by the Administrator in its discretion. After the grant of Restricted Stock Units, the Administrator, in its sole discretion, may reduce or waive any vesting criteria that must be met to receive a payout.

(d)    Form and Timing of Payment. Payment of earned Restricted Stock Units will be made as soon as practicable after the date(s) set forth in the Award Agreement. The Administrator, in its sole discretion, may pay earned Restricted Stock Units in cash, Shares, or a combination thereof. Shares represented by Restricted Stock Units that are fully paid in cash again will be available for grant under the Plan.

(e)    Cancellation. On the date set forth in the Award Agreement, all unearned Restricted Stock Units will be forfeited to the Company.

9.    Stock Appreciation Rights.

(a)    Grant of Stock Appreciation Rights. Subject to the terms and conditions of the Plan, including without limitation the eligibility requirements of Section 5, a Stock Appreciation Right may be granted to Employees at any time and from time to time as will be determined by the Administrator, in its sole discretion.

 

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(b)    Number of Shares. The Administrator will have complete discretion to determine the number of Stock Appreciation Rights granted to any Participant.

(c)    Exercise Price and Other Terms. The Administrator, subject to the provisions of the Plan, will have complete discretion to determine the terms and conditions of Stock Appreciation Rights granted under the Plan, provided, however, that the exercise price will be not less than one hundred percent (100%) of the Fair Market Value of a Share on the date of grant.

(d)    Stock Appreciation Right Agreement. Each Stock Appreciation Right grant will be evidenced by an Award Agreement that will specify the exercise price, the term of the Stock Appreciation Right, the conditions of exercise, and such other terms and conditions as the Administrator, in its sole discretion, will determine.

(e)    Expiration of Stock Appreciation Rights. A Stock Appreciation Right granted under the Plan will expire upon the date determined by the Administrator, in its sole discretion, and set forth in the Award Agreement; provided, however, that the term will be no more than ten (10) years from the date of grant thereof. Notwithstanding the foregoing, the rules of Section 6(e) also will apply to Stock Appreciation Rights.

(f)    Payment of Stock Appreciation Right Amount. Upon exercise of a Stock Appreciation Right, a Participant will be entitled to receive payment from the Company in an amount determined by multiplying:

(i)    The difference between the Fair Market Value of a Share on the date of exercise over the exercise price; times

(ii)    The number of Shares with respect to which the Stock Appreciation Right is exercised. At the discretion of the Administrator, the payment upon Stock Appreciation Right exercise may be in cash, in Shares of equivalent value, or in some combination thereof.

10.    Performance Units and Performance Shares.

(a)    Grant of Performance Units/Shares. Subject to the terms and conditions of the Plan, including without limitation the eligibility requirements of Section 5, Performance Units and Performance Shares may be granted to Employees at any time and from time to time, as will be determined by the Administrator, in its sole discretion. The Administrator will have complete discretion in determining the number of Performance Units/Shares granted to each Participant.

(b)    Value of Performance Units/Shares. Each Performance Unit will have an initial value that is established by the Administrator on or before the date of grant. Each Performance Share will have an initial value equal to the Fair Market Value of a Share on the date of grant.

 

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(c)    Performance Objectives and Other Terms. The Administrator will set performance objectives or other vesting provisions (including, without limitation, continued status as a Service Provider) in its discretion which, depending on the extent to which they are met, will determine the number or value of Performance Units/Shares that will be paid out to the Participant. Each Award of Performance Units/Shares will be evidenced by an Award Agreement that will specify the Performance Period, and such other terms and conditions as the Administrator, in its sole discretion, will determine. The Administrator may set performance objectives based upon the achievement of Company-wide, divisional, business unit or individual goals (including, but not limited to, continued employment or service), applicable federal or state securities laws, or any other basis determined by the Administrator in its discretion.

(d)    Earning of Performance Units/Shares. After the applicable Performance Period has ended, the holder of Performance Units/Shares will be entitled to receive a payout of the number of Performance Units/Shares earned by the Participant over the Performance Period, to be determined as a function of the extent to which the corresponding performance objectives or other vesting provisions have been achieved. After the grant of a Performance Unit/Share, the Administrator, in its sole discretion, may reduce or waive any performance objectives or other vesting provisions for such Performance Unit/Share.

(e)    Form and Timing of Payment of Performance Units/Shares. Payment of earned Performance Units/Shares will be made as soon as practicable after the expiration of the applicable Performance Period. The Administrator, in its sole discretion, may pay earned Performance Units/Shares in the form of cash, in Shares (which have an aggregate Fair Market Value equal to the value of the earned Performance Units/Shares at the close of the applicable Performance Period) or in a combination thereof.

(f)    Cancellation of Performance Units/Shares. On the date set forth in the Award Agreement, all unearned or unvested Performance Units/Shares will be forfeited to the Company, and again will be available for grant under the Plan.

11.    Dividend Equivalents. The Administrator, in its discretion, may provide in the Award Agreement evidencing any Award that the Participant will be entitled to receive Dividend Equivalents with respect to the payment of cash dividends on Shares having a record date prior to the date on which the Awards are settled or forfeited. The Dividend Equivalents, if any, will be credited to an Award in such manner and subject to such terms and conditions as determined by the Administrator in its sole discretion. In the event of a dividend or distribution paid in Shares or any other adjustment made upon a change in the capital structure of the Company as described in Section 14, appropriate adjustments will be made to the Participant’s Award of Performance Units so that it represents the right to receive upon settlement any and all new, substituted or additional securities or other property (other than normal cash dividends) to which the Participant would be entitled by reason of the consideration issuable upon settlement of the Award, and all such new, substituted or additional securities or other property will be immediately subject to the same vesting and settlement conditions as are applicable to the Award.

12.    Leaves of Absence. Unless the Administrator provides otherwise, or except as otherwise required by Applicable Laws, vesting of Awards granted hereunder will be suspended starting on the 30th consecutive day of any unpaid leave of absence approved by the Company, with such suspension of vesting terminating upon the Participant’s resumption of service with the Company. A Service Provider will not cease to be an Employee in the case of (i) any leave of absence approved by the Company or (ii) transfers between locations of the Company or between the Company, its Parent, or any Subsidiary.

 

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13.    Transferability of Awards. Unless determined otherwise by the Administrator, an Award may not be sold, pledged, assigned, hypothecated, transferred, or disposed of in any manner other than by will or by the laws of descent or distribution and may be exercised, during the lifetime of the Participant, only by the Participant. If the Administrator makes an Award transferable, such Award will contain such additional terms and conditions as the Administrator deems appropriate.

14.    Adjustments; Dissolution or Liquidation; Merger or Change in Control.

(a)    Adjustments. In the event that any dividend or other distribution (whether in the form of cash, Shares, other securities, or other property), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase, or exchange of Shares or other securities of the Company, or other change in the corporate structure of the Company affecting the Shares occurs, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will adjust the number and class of Shares that may be delivered under the Plan and/or the number, class, and price of Shares covered by each outstanding Award, and the numerical Share limits set forth in Section 3.

(b)    Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, the Administrator will notify each Participant as soon as practicable prior to the effective date of such proposed transaction. To the extent it has not been previously exercised, an Award will terminate immediately prior to the consummation of such proposed action.

(c)    Change in Control.

(i)    In the event of a Change in Control, subject to Section 14(c)(ii) and any vesting acceleration provisions in an Award or other agreement, outstanding Awards will be treated in the manner provided in the agreement relating to the Change in Control (including as the same may be amended), including, without limitation:

(1)    the continuation of the outstanding Award by the Company, if the Company is a surviving corporation;

(2)     the assumption of the outstanding Awards, or substitution of equivalent Awards, by the acquiring or succeeding corporation (or an affiliate thereof) (the “Successor Corporation”) with appropriate adjustments as to the number and kind of shares and prices;

(3)    that outstanding Awards will vest and become exercisable, realizable, or payable, or restrictions applicable to an Award will lapse, in whole or in part prior to or upon consummation of such Change in Control, and, to the extent the Administrator determines, terminate upon or immediately prior to the effectiveness of such merger or Change in Control;

 

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(4)    (A) the termination of an Award in exchange for an amount of cash and/or property, if any, equal to the amount that would have been attained upon the exercise of such Award or realization of the Participant’s rights as of the date of the occurrence of the transaction (and, for the avoidance of doubt, if as of the date of the occurrence of the transaction the Administrator determines in good faith that no amount would have been attained upon the exercise of such Award or realization of the Participant’s rights, then such Award may be terminated by the Company without payment), or (B) the replacement of such Award with other rights or property selected by the Administrator in its sole discretion; or

(5)    any combination of the foregoing.

Such agreement will not be required to treat all Awards or individual types of Awards similarly in the Change in Control.

(ii)    In the event that the Successor Corporation refuses to assume, continue or substitute for the Award, the Participant will fully vest in and have the right to exercise all of his or her outstanding Options and Stock Appreciation Rights, including Shares as to which such Awards would not otherwise be vested or exercisable, all restrictions on Restricted Stock and Restricted Stock Units will lapse, and, with respect to Awards with performance-based vesting, all performance goals will be deemed achieved at target levels as to a prorated portion of such Award based on the portion of the applicable performance period that has lapsed through the date of the merger or Change in Control, and all other vesting criteria will be deemed achieved as to such prorated portion of such Award. In addition, if an Option or Stock Appreciation Right is not assumed or substituted for in the event of a Change in Control, the Administrator will notify the Participant in writing or electronically that the Option or Stock Appreciation Right will be fully vested and exercisable for a period of time determined by the Administrator in its sole discretion, and the Option or Stock Appreciation Right will terminate upon the expiration of such period.

For the purposes of this subsection (c), an Award will be considered assumed if, following the Change in Control, the Award confers the right to purchase or receive, for each Share subject to the Award immediately prior to the Change in Control, the consideration (whether stock, cash, or other securities or property) or, in the case of a Stock Appreciation Right upon the exercise of which the Administrator determines to pay cash or a Performance Share or Performance Unit which the Administrator can determine to pay in cash, the fair market value of the consideration received in the merger or Change in Control by holders of Common Stock for each Share held on the effective date of the transaction (and if holders were offered a choice of consideration, the type of consideration chosen by the holders of a majority of the outstanding Shares); provided, however, that if such consideration received in the Change in Control is not solely common stock of the Successor Corporation, the Administrator may, with the consent of the Successor Corporation, provide for the consideration to be received upon the exercise of an Option or Stock Appreciation Right or upon the payout of a Restricted Stock Unit, Performance Share or Performance Unit, for each Share subject to such Award (or in the case of Performance Units denominated in dollars, the number of implied shares determined by dividing the value of the Performance Units by the per share consideration received by holders of Common Stock in the Change in Control), to be solely common stock of the Successor Corporation equal in fair market value to the per share consideration received by holders of Common Stock in the Change in Control.

 

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Notwithstanding anything in this Section 14(c) to the contrary, an Award that vests, is earned or paid-out upon the satisfaction of one or more performance goals will not be considered assumed if the Company or its successor modifies any of such performance goals without the Participant’s consent; provided, however, a modification to such performance goals only to reflect the Successor Corporation’s post-Change in Control corporate structure will not be deemed to invalidate an otherwise valid Award assumption.

Notwithstanding anything in this Section 14(c) to the contrary, if a payment under an Award Agreement is subject to Code Section 409A and if the change in control definition contained in the Award Agreement does not comply with the definition of “change of control” for purposes of a distribution under Code Section 409A, then any payment of an amount that is otherwise accelerated under this Section will be delayed until the earliest time that such payment would be permissible under Code Section 409A without triggering any penalties applicable under Code Section 409A.

15.    Tax Withholding

(a)    Withholding Requirements. Prior to the delivery of any Shares or cash pursuant to an Award (or exercise thereof), the Company will have the power and the right to deduct or withhold, or require a Participant to remit to the Company, an amount sufficient to satisfy federal, state, local, foreign or other taxes (including the Participant’s FICA obligation) required to be withheld with respect to such Award (or exercise thereof).

(b)    Withholding Arrangements. The Administrator, in its sole discretion and pursuant to such procedures as it may specify from time to time, may permit a Participant to satisfy such tax withholding obligation, in whole or in part by (without limitation) (a) paying cash (or cash equivalent), (b) electing to have the Company withhold otherwise deliverable cash or Shares having a fair market value equal to the minimum statutory amount required to be withheld or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, (c) delivering to the Company already-owned Shares having a fair market value equal to the minimum statutory amount required to be withheld, or such greater amount as the Administrator may determine if such amount would not have adverse accounting consequences, as the Administrator determines in its sole discretion, or (d) selling a sufficient number of Shares otherwise deliverable to the Participant through such means as the Administrator may determine in its sole discretion (whether through a broker or otherwise) equal to the amount required to be withheld. The fair market value of the Shares to be withheld or delivered will be determined as of the date that the taxes are required to be withheld.

(c)    Compliance With Code Section 409A. Awards will be designed and operated in such a manner that they are either exempt from the application of, or comply with, the requirements of Code Section 409A such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A, except as otherwise determined in the sole discretion of the Administrator. The Plan and each Award Agreement under the Plan is intended to meet the requirements of Code Section 409A and will be construed and interpreted in accordance with such intent, except as otherwise determined in the sole discretion of the Administrator. To the extent that an Award or payment, or the settlement or deferral thereof, is subject to Code Section 409A, the Award will be granted, paid, settled or deferred in a manner that will meet the requirements of Code Section 409A, such that the grant, payment, settlement or deferral will not be subject to the additional tax or interest applicable under Code Section 409A.

 

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16.    No Effect on Employment or Service. Neither the Plan nor any Award will confer upon a Participant any right with respect to continuing the Participant’s relationship as a Service Provider with the Company, nor will they interfere in any way with the Participant’s right or the Company’s right to terminate such relationship at any time, with or without cause, to the extent permitted by Applicable Laws.

17.    Date of Grant. The date of grant of an Award will be, for all purposes, the date on which the Administrator makes the determination granting such Award, or such other later date as is determined by the Administrator. Notice of the determination will be provided to each Participant within a reasonable time after the date of such grant.

18.    Term of Plan. The Plan will become effective upon its adoption by the Board (or its designated Committee). It will continue in effect for a term of ten (10) years unless terminated earlier under Section 19 of the Plan.

19.    Amendment and Termination of the Plan.

(a)    Amendment and Termination. The Board or the Administrator may at any time amend, alter, suspend or terminate the Plan.

(b)    Stockholder Approval. The Company will obtain stockholder approval of any Plan amendment to the extent that the Administrator (in its discretion) determines such approval is necessary and desirable to comply with Applicable Laws.

(c)    Effect of Amendment or Termination. No amendment, alteration, suspension or termination of the Plan will impair the rights of any Participant, unless mutually agreed otherwise between the Participant and the Administrator, which agreement must be in writing and signed by the Participant and the Company. Termination of the Plan will not affect the Administrator’s ability to exercise the powers granted to it hereunder with respect to Awards granted under the Plan prior to the date of such termination.

20.    Conditions Upon Issuance of Shares.

(a)    Legal Compliance. Shares will not be issued pursuant to the exercise of an Award unless the exercise of such Award and the issuance and delivery of such Shares will comply with Applicable Laws and will be further subject to the approval of counsel for the Company with respect to such compliance.

(b)    Investment Representations. As a condition to the exercise of an Award, the Company may require the person exercising such Award to represent and warrant at the time of any such exercise that the Shares are being purchased only for investment and without any present intention to sell or distribute such Shares if, in the opinion of counsel for the Company, such a representation is required.

 

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21.    Inability to Obtain Authority. The inability of the Company to obtain authority from any regulatory body having jurisdiction or to complete or comply with the requirements of any registration or other qualification of the Shares under any state, federal or foreign law or under the rules and regulations of the Securities and Exchange Commission, the stock exchange on which Shares of the same class are then listed, or any other governmental or regulatory body, which authority, registration, qualification or rule compliance is deemed by the Company’s counsel to be necessary or advisable for the issuance and sale of any Shares hereunder, will relieve the Company of any liability in respect of the failure to issue or sell such Shares as to which such requisite authority, registration, qualification or rule compliance will not have been obtained.

22.    Forfeiture Events. The Administrator may specify in an Award Agreement that the Participant’s rights, payments, and benefits with respect to an Award will be subject to reduction, cancellation, forfeiture, or recoupment upon the occurrence of certain specified events, in addition to any otherwise applicable vesting or performance conditions of an Award. Such events may include, but will not be limited to, fraud, breach of a fiduciary duty, restatement of financial statements as a result of fraud or willful errors or omissions, termination of employment for cause, violation of material Company and/or Subsidiary policies, breach of non-competition, confidentiality, or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is detrimental to the business or reputation of the Company and/or its Subsidiaries. The Administrator may also require the application of this Section with respect to any Award previously granted to a Participant even without any specified terms being included in any applicable Award Agreement to the extent required under Applicable Laws.

 

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Exhibit 10.3

RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

Unless otherwise defined herein, the terms defined in the 2019 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement including Exhibit A, which includes the special provisions for Participant’s country of residence, if any (collectively, the “Agreement”).

 

I.

NOTICE OF RESTRICTED STOCK UNIT GRANT

Name of Participant: [_____________]

Participant has been granted the right to receive Restricted Stock Units, subject to the terms and conditions of the Plan and the Agreement as follows:

Grant Number                 [_____________]

Date of Grant                  [_____________]

Vesting Commencement Date                  [_____________]

Total Number of Restricted Stock Units                 [_____________]

Vesting Schedule:

The Restricted Stock Units will vest as follows:

[_____________]

In the event Participant ceases to be a Service Provider for any or no reason before Participant vests in the Restricted Stock Unit, the Restricted Stock Unit and Participant’s right to acquire any Shares hereunder will immediately terminate.

 

II.

AGREEMENT

A. Grant.

The Company hereby grants to Participant under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in the Plan, the Notice of Grant, and this Agreement.


B. Company’s Obligation to Pay.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section C, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

C. Vesting Schedule.

Subject to Section D, the Restricted Stock Units awarded by this Agreement will vest in Participant according to the vesting schedule set forth on the attached Notice of Grant, subject to Participant continuing to be a Service Provider through each such date.

D. Forfeiture upon Termination of Status as a Service Provider.

Notwithstanding any contrary provision of this Agreement, if Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder. The date on which Participant ceases to be a Service Provider shall not be extended by any notice of termination period or non-working garden leave established under the local law (including, but not limited to statutory law, regulatory law, and/or common law) in the jurisdiction in which Participant resides or under the terms of Participant’s employment agreement, if any; such date will be considered the last date Participant is providing active services. The Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Award (including whether Participant may still be considered to be providing services while on an approved leave of absence).

E. Payment after Vesting.

Any Restricted Stock Units that vest in accordance with Section C will be paid to Participant (or, in the event of Participant’s death, to his or her estate (or legal representative for Participants outside of the U.S.)) in whole Shares, subject to Participant satisfying any applicable Tax-Related Items withholding obligations (as defined in Section G below).


F. Payments after Death.

Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary (or legal representative for Participants outside of the U.S.) survives Participant, the administrator, executor or legal representative of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

G. Withholding of Taxes.

1. Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to settlement and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

2. Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company or its respective agents to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon settlement of the Restricted Stock Units. In the event that such withholding in Shares is problematic under the applicable tax or securities laws or has materially adverse accounting consequences, by Participant’s acceptance of the Restricted Stock Units, he or she authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on Participant’s behalf a whole number of Shares from those Shares issuable to Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items.


3. Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

4. Participant agrees to pay the Company, including through withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds from the sales of the Shares, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

H. Nature of Grant. In accepting the Award, Participant acknowledges, understands and agrees that:

1. the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

2. the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;

3. all decisions with respect to the future Awards or other grants, if any, will be at the sole discretion of the Company;

4. the Award grant and Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary or affiliate of the Company;

5. Participant is voluntarily participating in the Plan;

6. the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same are not intended to replace any pension rights or compensation;


7. the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

8. the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

9. no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment law in the jurisdiction where Participant is employed or the terms of his or her employment agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, he or she irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and affiliates and the Employer from any such claim; if notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

10. unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company not to be exchanged, cashed out or substituted for, in connection with any Change in Control or other corporate transaction affecting the Shares of the Company; and

11. the following provisions apply if Participant is providing services outside the United States:

(a) the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose;

(b) Participant acknowledges and agrees that neither the Company, the Employer nor any Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement;


12. the Restricted Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.

I. No Advice Regarding Grant.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

J. Data Privacy Notice and Consent.

1. Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other Award of Restricted Stock Units materials by and among, as applicable, the Employer, the Company and its Subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.

2. Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Restricted Stock Unit or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

3. Participant understands that Data will be transferred to E*Trade Financial, Inc. or to any other third party assisting in the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if Participant resides outside the United States, Participant may request a list with the names and addresses of any potential recipients of the Data by contacting Participant’s local human resources representative. Participant authorizes the Company, E*Trade Financial, Inc. and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that if


Participant resides outside the United States, Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources representative. Further, Participant understands, however, that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, Participant’s employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant Restricted Stock Units or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact Participant’s local human resources representative.

K. Rights as Stockholder.

Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder, unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant.

L. No Effect on Service.

Participant acknowledges and agrees that the vesting of the Restricted Stock Units pursuant to Section C hereof is earned only by Participant continuing to be a Service Provider through the applicable vesting dates (and not through the act of being hired or acquiring Shares hereunder). Participant further acknowledges and agrees that this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant continuing to be a Service Provider for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Company (or the Parent or Subsidiary employing or retaining Participant) to terminate Participant’s status as a Service Provider at any time, with or without cause.

M. Address for Notices.

Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at Rambus Inc., 1050 Enterprise Way, Suite 700, Sunnyvale, CA 94089, or at such other address as the Company may hereafter designate in writing.


N. Grant is Not Transferable.

Except to the limited extent provided in Section F, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

O. Binding Agreement.

Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

P. Compliance with Law.

Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon settlement of the Restricted Stock Units prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. Participant understands that the Company is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Participant agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without Participant’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.

Q. Plan Governs.

This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.


R. Administrator Authority.

The Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

S. Electronic Delivery and Acceptance.

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

T. Captions.

Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

U. Agreement Severable.

In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on the remaining provisions of this Agreement.

V. Modifications to the Agreement.

This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Award of Restricted Stock Units.


W. Governing Law and Venue.

The Award grant and the provisions of this Agreement shall be governed by, and subject to, the laws of the State of Delaware, without regard to the conflict of law provisions. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Award of Restricted Stock Units is made and/or to be performed.

X. Language.

If Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

Y. Exhibit A.

Notwithstanding any provisions in this Agreement, the Award grant shall be subject to any special terms and conditions set forth in Exhibit A of this Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in Exhibit A, the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibit A constitutes part of this Agreement.

Z. Imposition of Other Requirements.

The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

AA. Waiver.

Participant acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant of any other Participant.


By Participant’s electronic signature and the electronic signature of the Company’s representative below, Participant and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and the Agreement, both of which are made a part of this document.

 

RAMBUS INC.

 

By

 

Title

* * * * *

By clicking on the “Accept” button, Participant agrees to accept the Award granted to Participant by Rambus Inc., and agrees to be bound by the terms of the Restricted Stock Unit Agreement governing the Award and the Rambus Inc. 2019 Inducement Equity Incentive Plan. When clicking the “Accept” button, that will act as Participant’s electronic signature to this Agreement and will result in a contract between Participant and the Company with respect to this Award.


Exhibit A

FOR NON-U.S. PARTICIPANTS

RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

This Exhibit A includes additional terms and conditions that govern the Award of Restricted Stock Units to Participant if he or she resides in one of the countries listed herein. This Exhibit A forms part of the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and the Plan.

This Exhibit A also includes information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of May 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information noted herein as the only source of information relating to the consequences of Participant’s participation in the Plan because the information may be out of date at the time Participant vests in the Restricted Stock Units or sell the Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to Participant’s situation.

Finally, if Participant is a citizen or resident of a country other than the one in which Participant is currently residing or transfers employment after the grant date, the information contained herein may not be applicable to Participant.

* * * * *


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

ALL COUNTRIES

Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country of residence, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell Shares or rights to Shares (e.g., Restricted Stock Units) under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledge that it is Participant’s responsibility to comply with any applicable restrictions, and Participant is advised to speak to Participant’s personal advisor on this matter.


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

CANADA

Terms and Conditions

Payment after Vesting. The following provision supplements the “Payment after Vesting” section of the Agreement:

The discretion to settle the Restricted Stock Units in cash as described in Section 8 of the Plan is not applicable to Restricted Stock Units granted to Participants in Canada.

The following provisions apply if Participant is in Quebec:

Consent to Receive Information in English. The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir expressement souhaité que la convention [“Agreement”], ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

Data Privacy Notice and Consent. The following provision supplements the “Data Privacy Notice and Consent” section of the Agreement:

Participant hereby authorizes the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. Participant further authorizes the Company, the Employer, any Subsidiary or affiliate and the Company’s designated broker/third party administrator for the Plan (or such other stock plan service provider that may be selected by the Company to assist with the implementation, administration and management of the Plan) to disclose and discuss such information with their advisors. Participant also authorizes the Company, the Employer and/or any Subsidiary or affiliate to record such information and to keep such information in Participant’s employment file.


Notifications

Securities Law Notification. Participant is permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Global Select Market.

Foreign Asset / Account Reporting Notification. Foreign property, including Shares and rights to receive Shares (e.g., Restricted Stock Units), must be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds CAD 100,000 at any time during the year. Thus, Restricted Stock Units must be reported—generally at a nil cost—if the CAD 100,000 cost threshold is exceeded because of other foreign property. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB would ordinarily equal the fair market value of the Shares at the time of acquisition, but if other Shares are also owned, this ACB may have to be averaged with the ACB of the other Shares.


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

FRANCE

Terms and Conditions

Language Consent. By accepting the Award grant, Participant confirms having read and understood the Plan and Agreement which were provided in the English language. Participant accepts the terms of those documents accordingly.

Consentement Relatif à la Langue Utilisée. En acceptant l’attribution, le Participant confirme avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause.

Notifications

Foreign Asset / Account Reporting Notification. If Participant holds Shares outside of France or maintains a foreign bank account, Participant is required to report such to the French tax authorities when filing his or her annual tax return. Severe penalties may applicable for any failure to comply with this reporting obligation.


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

INDIA

Notifications

Exchange Control Notification. Participant understands that if resident in India, he or she must repatriate the proceeds from the sale of Shares acquired under the Plan while Participant was resident in India to India within 90 days of receipt. Participant must also obtain a foreign inward remittance certificate (“FIRC”) from the bank where Participant deposits the foreign currency and must maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset / Account Reporting Notification. Participant is required to declare foreign bank accounts and any foreign financial assets (including Shares held outside India and possibly including Restricted Stock Units) in Participant’s annual tax return. Participant is responsible for complying with this reporting obligation and is advised to confer with his or her personal legal advisor in this regard.


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

JAPAN

Notifications

Exchange Control Notification. If Participant acquires Shares valued at more than ¥100,000,000 in a single transaction, Participant must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of Shares.

Foreign Asset / Account Reporting Notification. Participant is required to report details of any assets held outside of Japan as of December 31, including Shares acquired under the Plan, to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15 each year. Participant is responsible for complying with this reporting obligation and is advised to consult with his or her personal tax advisor in this regard.


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

KOREA

Notifications

Exchange Control Notification. If the Participant receives US$500,000 or more from the sale of Shares in a single transaction, Korean exchange control laws require the Participant to repatriate the proceeds to Korea within 18 months of the sale.

Foreign Asset / Account Reporting Notification. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) based in foreign countries that have not entered into an “inter-governmental agreement for automatic exchange of tax information” with Korea to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 1 billion (or an equivalent amount in foreign currency). Participant should consult with his or her personal tax advisor for additional information about this reporting obligation, including whether or not there is an applicable inter-governmental agreement between Korea and the U.S. (or any other country where Participant may hold any Shares or cash acquired in connection with the Plan).


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

TAIWAN

Notifications

Exchange Control Notification. Participant may remit and acquire foreign currency (including proceeds from the sale of Shares) up to US$5,000,000 per year without justification.

If the transaction amount is TWD500,000 or more in a single transaction, Participant must submit a Foreign Exchange Transaction Form. If the transaction amount is US$500,000 or more in a single transaction, Participant must also provide supporting documentation to the satisfaction of the bank involved in the transaction. Participant should consult his or her personal legal advisor prior to taking any action with respect to remittance of proceeds from the sale of Shares into or out of Taiwan, as Participant is responsible for complying with all exchange control laws in Taiwan.

* * * * *

Exhibit 10.4

RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT (PERFORMANCE-BASED)

Unless otherwise defined herein, the terms defined in the 2019 Inducement Equity Incentive Plan (the “Plan”) will have the same defined meanings in this Restricted Stock Unit Agreement (Performance-Based) including Exhibit A, which includes the special provisions for Participant’s country of residence, if any (collectively, the “Agreement”).

 

I.

NOTICE OF RESTRICTED STOCK UNIT GRANT

Name of Participant: [NAME]

Participant has been granted the right to receive Restricted Stock Units, subject to the terms and conditions of the Plan and the Agreement as follows:

 

Grant Number    [NUMBER]
Date of Grant    [DATE]
Maximum Number of Restricted Stock Units    [NUMBER]1
Target Number of Restricted Stock Units    [NUMBER]

Vesting Schedule:

Subject to any accelerated vesting provisions contained in the Plan or set forth herein, the Restricted Stock Units will vest in accordance with the following schedule:

General

The number of Restricted Stock Units subject to the Award that will become eligible for time-based vesting as set forth below will depend upon both the (i) Company’s Average Annual Customer Licensing Income Growth (as defined below), and (ii) the Company’s Total Stockholder Return (as defined below) as compared to the Total Stockholder Return (as defined below) of each Benchmark Company (as defined below) (the “TSR Goal”), both for the Performance Period (as defined below) and will be determined in accordance with this Agreement.

 

1 

NTD: This should be 200% of the Target Number of Restricted Stock Units

 

1


The “Performance Period” will begin on January 1, 2019 (the “Commencement Date”) and will end on December 31, 2021 (the “Anniversary Date”). Notwithstanding the foregoing, (i) in the event of a Change of Control (as such term is defined in the Company’s form of Change of Control Severance Agreement filed with the Securities and Exchange Commission on March 9, 2015 (the “Change of Control Agreement”))2, or (ii) if Participant’s employment with the Company is terminated by the Company without Cause (as such term is defined in the Change of Control Agreement) other than during the Change of Control Period (as such term is defined in the Change of Control Agreement) (such termination, a “Qualifying Termination”), the Performance Period will be deemed to end upon the first to occur of the consummation of the Change of Control (the “Closing”) or the date of the Qualifying Termination (the “Termination Date”) and the treatment of the Award will be as set forth in this Agreement. The Anniversary Date, or if earlier, the Closing or the Termination Date, is referred to herein as the “Period End Date.”

Except as provided herein, if Participant ceases to be a Service Provider prior to the Period End Date for any reason, the Restricted Stock Units subject to the Award will terminate and be cancelled and Participant will have no further rights with respect to such Restricted Stock Units. Except as provided herein, any Restricted Stock Units subject to the Award that are not determined to be Eligible Restricted Stock Units (as defined below) as of the Period End Date will terminate and be cancelled and Participant will have no further rights with respect to such Restricted Stock Units. Further, time-based vesting is subject to Participant continuing to be a Service Provider through the applicable vesting date, subject to the vesting acceleration provisions set forth herein.

The number of Restricted Stock Units subject to the Award that will become eligible for time-based vesting (“Eligible Restricted Stock Units”) will be determined by the Compensation Committee of the Company’s Board of Directors (the “Compensation Committee”) in its sole discretion within sixty (60) days following the Anniversary Date, or (i) in the event of a Change of Control, within thirty (30) days following the Signing Date (as defined below) but in any event prior to the Closing, or (ii) in the event of a Qualifying Termination, within thirty (30) days following the Termination Date (the date the Committee takes action to make such determination, the “Determination Date”)) and will depend upon (i) the Company’s Average Annual Customer Licensing Income Growth (“CAACLIG”) calculated as of the Period End Date as described herein and (ii) the TSR Goal as described herein.

 

2 

NTD: Assumes individual has or will enter into this form agreement.

 

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Company’s Average Annual Customer Licensing Income Growth Goal (“CAACLIG Goal”) - Performance Matrix

CAACLIG is expressed as a percentage and is calculated by taking the compound annual growth rate through the end of Fiscal Year 2021 calculated as follows:

 

   

CAACLIG = (EV / BV)1 / n - 1 where

EV = Fiscal Year 2021 Customer Licensing Income (“CLI”), except in connection with a Change of Control or a Qualifying Termination, in which case it will be the CLI for the most recently completed four quarters ending with and including the most recently completed fiscal quarter of the Company prior to (i) in the case of a Change of Control, the date of execution of the definitive agreement to which the Change of Control becomes effective (the “Signing Date”), or (ii) in the case of a Qualifying Termination, the Termination Date.

BV = Fiscal Year 2018 CLI, but excluding any revenue associated with the Company’s lighting division (“RLD”).

n = Three, except with respect to a measurement in connection with a Change of Control, in which case it will be the number of completed fiscal quarters of the Company from January 1, 2019 through the most recently completed fiscal quarter of the Company prior to the Signing Date divided by four. For purposes of clarification, in the event of a measurement in connection with a Qualifying Termination, “n” will equal three.

For purposes of calculating CAACLIG, results will be expressed to the nearest tenth, with amounts rounded up to the nearest whole tenth.

In the event of a Change of Control, the Performance Period will be shortened and the CAACLIG for the Fiscal Year in which the Change of Control occurs will be measured as of the Signing Date (the “Shortened Year”). For purposes of clarification, in the event a definitive agreement to which a Change of Control would otherwise become effective is executed, but the definitive agreement is later terminated and the transactions contemplated by the agreement are not consummated, then this Award will continue in effect in accordance with its terms without adjustment and Executive will not be entitled to any consideration under this Agreement as a result of the termination of the definitive agreement.

In the event of a Qualifying Termination, the Performance Period will be shortened and the CAACLIG will be measured as of the Termination Date.

For purposes of this Agreement, “CLI” is defined as the Company’s GAAP revenue as reported in the Statements of Operations in the Form 10-K filed with the Securities and Exchange Commission for the applicable Fiscal Year (the “Form 10-K”), or, in the event of a Shortened Year, as reported in the Form 10-K or Form 10-Q filed with the Securities and Exchange Commission, as applicable, for the fiscal quarter ending on the Signing Date, adjusted to include licensing billings for the same relevant period. For purposes of this Agreement, licensing billings is an operational metric that reflects amounts invoiced to the Company’s patent and technology licensing customers during the applicable period.

 

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CAACLIG Goal – CAACLIG Eligible Restricted Stock Unit Calculation

 

Level*

  

CAACLIG
Growth

  

Percentage of Target
Number of Restricted
Stock  Units that Become
CAACLIG Eligible
Restricted Stock Units**

  

Number of
CAACLIG Eligible
Restricted Stock
Units**

1    <5%    0%    0
2    5%    50%   
3    10%    100%   
4    16% or above    160%   

 

*

The number of Restricted Stock Units that will become CAACLIG Eligible Restricted Stock Units shall be calculated linearly between the Levels.

**

Any partial Shares will be rounded down to the nearest whole Share and any fractional Shares will be forfeited for no consideration.

TSR Goal

Following the calculation of the number of CAACLIG Eligible Restricted Stock Units, the number of CAACLIG Eligible Restricted Stock Units will be adjusted based upon the TSR Goal to result in the final determination of the number of Eligible Restricted Stock Units.

The “Company’s Total Stockholder Return” means the annualized percentage increase or decrease in (A) the average adjusted closing price per share of the Company’s Common Stock during the thirty (30) trading day period ending on the Period End Date as compared to (B) the average adjusted closing price per share of the Company’s Common Stock during the thirty (30) trading day period ending on the Commencement Date, and adjusted for any cash dividends paid, and, for the avoidance of doubt, adjusted to reflect any stock splits, adjustments, or similar corporate transactions as determined by the Administrator.

Notwithstanding the foregoing, in the event of a Change of Control, the “Company’s Total Stockholder Return” means the annualized percentage increase or decrease in (A) the per share value of the Company’s Common Stock payable to its stockholders in connection with the Change of Control as compared to (B) the average adjusted closing price per share of the Company’s Common Stock during the thirty (30) trading day period ending on the Commencement Date, and adjusted for any cash dividends paid, and, for the avoidance of doubt, adjusted to reflect any stock splits, adjustments, or similar corporate transactions as determined by the Administrator.

 

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The “Total Stockholder Return” for each Benchmark Company means the annualized percentage increase or decrease of (A) the average adjusted closing price per share of each company listed on Exhibit B (each, a “Benchmark Company” and together, the “Benchmark Companies”) as of the Commencement Date during the thirty (30) trading day period ending on the Period End Date as compared to (B) the average adjusted closing price per share of each Benchmark Company during the thirty (30) trading day period ending on the Commencement Date, and adjusted for any cash dividends paid, and, for the avoidance of doubt, adjusted to reflect any stock splits, adjustments, or similar corporate transactions as determined by the Administrator.

Please see Exhibit B for (i) a complete listing of the Benchmark Companies as of the Commencement Date, and (ii) information relating to changes to the Benchmark Companies during the Performance Period.

As of the Period End Date, the Company’s Total Stockholder Return and the Total Stockholder Return for each Benchmark Company will be determined. Following such determination, each of the Benchmark Companies will be listed based on their respective Total Stockholder Return in order of largest to smallest and the Company will also be included in this ordered list based on the Company’s Total Stockholder Return (together, the “Ranking Group”). If the Company is listed in the top 1/3 of the Ranking Group, the number of CAACLIG Eligible Restricted Stock Units will be multiplied by 125% and that result will become the number of Eligible Restricted Stock Units. If the Company is listed in the middle 1/3 of the Ranking Group, the number of CAACLIG Eligible Restricted Stock Units that become Eligible Restricted Stock Units will not change (that is, the number of CAACLIG Eligible Restricted Stock Units will equal the number of Eligible Restricted Stock Units). If the Company is listed in the bottom 1/3 of the Ranking Group, the number of CAACLIG Eligible Restricted Stock Units will be multiplied by 75% and that result will become the number of Eligible Restricted Stock Units.

Any partial shares of Common Stock will be rounded down to the nearest whole share and any fractional shares will be forfeited for no consideration.

In no event may more than 100% of the Maximum Number of Restricted Stock Units (including Restricted Stock Units that become Eligible Restricted Stock Units as a result of the TSR Goal) become Eligible Restricted Stock Units.

Time-Based Vesting

Eligible Restricted Stock Units will be scheduled to vest on the Period End Date (or the first trading day thereafter, if such date falls on a non-trading day), subject to Participant continuing to remain a Service Provider through that date, except in the event of a (i) Change in Control, or (ii) a Qualifying Termination, in either event, that occurs prior to the Anniversary Date, in which case vesting will occur as set forth in the next two paragraphs.

 

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In the event of a Change in Control that occurs prior to (1) the Anniversary Date and (2) a Qualifying Termination, the number of Eligible Restricted Stock Units that will vest immediately prior to the Closing will be pro-rated by multiplying the calculated number of Eligible Restricted Stock Units by a fraction with a numerator equal to the number of completed calendar months that have elapsed between January 1, 2019 and the Closing and a denominator equal to thirty-six (36), subject to Participant continuing to remain a Service Provider through the Closing (the Period End Date, the Closing, or the Termination Date, as applicable, the “Vesting Date”). The remaining Eligible Restricted Stock Units will be scheduled to vest on December 31 of each remaining year (or the first trading day thereafter, if such date falls on a non-trading day) in the original Performance Period had the Change in Control not occurred as if one-third (1/3rd) of the Eligible Restricted Stock Units had vested, if applicable, and will vest on December 31 of 2019, 2020, and 2021 (or the first trading day thereafter, if the applicable date falls on a non-trading day), subject to Participant continuing to remain a Service Provider through each applicable vesting date. By way of example only, assume a Change in Control occurs on July 1, 2020. Fifty percent (50%) of the Eligible Restricted Stock Units would vest immediately prior to the Closing, one-sixth (1/6th) of the Eligible Restricted Stock Units would vest on December 31, 2020, and one-third (1/3rd) of the Eligible Restricted Stock Units would vest on December 31, 2021, subject to Participant continuing to remain a Service Provider through each applicable vesting date (or the first trading day thereafter, if the applicable date falls on a non-trading day). For purposes of further clarification, the acceleration provisions set forth in Section 3(a) of the Change of Control Agreement will apply to the Award following a Change in Control.

Non-Change in Control Qualifying Termination

In the event of a Qualifying Termination that occurs prior to the Anniversary Date or the Closing, and subject to Participant satisfying the requirements of Section 4 of the Change of Control Agreement (including the execution and non-revocation of a release of claims), the number of Eligible Restricted Stock Units that will vest upon the Qualifying Termination (or the first trading day thereafter, if such date falls on a non-trading day) will be pro-rated by multiplying the calculated number of Eligible Restricted Stock Units by a fraction with a numerator equal to the number of completed calendar months that have elapsed between January 1, 2019 and the Termination Date plus twelve (12); provided, however, that the numerator cannot exceed thirty-six (36), and a denominator equal to thirty-six (36). By way of example only, assume a Qualifying Termination occurs on July 1, 2020. Upon the Qualifying Termination, the number of pro-rated Eligible Restricted Stock Units that will vest will be determined as if thirty (30) calendar months had elapsed, such that 5/6th of the Eligible Restricted Stock Units will vest upon the Qualifying Termination (or the first trading day thereafter, if such date falls on a non-trading day), subject to satisfying the terms of the Agreement.

 

6


Change in Control Qualifying Termination

If the Company terminates Participant’s employment with the Company without Cause, or if Participant resigns from such employment for Good Reason (as such term is defined in the Change of Control Agreement) prior to a Change in Control (and during the Change of Control Period), then any unvested portion of the Restricted Stock Units will remain outstanding for three (3) months or the occurrence of a Change in Control (whichever is earlier) so that the determination of the number of Eligible Restricted Stock Units can be recalculated in accordance with the terms of this Agreement and any additional acceleration benefits can be provided in accordance with the terms and conditions of this Agreement and the Change of Control Agreement. If a Change in Control does occur during the three (3) month period, then the CAACLIG Goal and the TSR Goal will each be measured as set forth in this Agreement in connection with a Change of Control to determine the number of Restricted Stock Units that become Eligible Restricted Stock Units and 100% of those Eligible Restricted Stock Units will vest immediately prior to the Closing, subject to Participant satisfying the requirements of Section 4 of the Change of Control Agreement. If no Change in Control occurs within three (3) months following Participant’s termination, any Restricted Stock Units subject to the Award that had not previously been determined to be Eligible Restricted Stock Units (as set forth above under Non-Change in Control Qualifying Termination) will terminate and be cancelled and Participant will have no further rights with respect to such Restricted Stock Units.

Subject to the provisions of the Agreement, in the event Participant ceases to be a Service Provider for any or no reason before the Vesting Date, the Eligible Restricted Stock Units and Participant’s right to acquire Shares thereunder will immediately terminate and such Eligible Restricted Stock Units will immediately be forfeited and cancelled.

 

II.

AGREEMENT

 

  A.

Grant.

The Company hereby grants to Participant under the Plan an Award of Restricted Stock Units, subject to all of the terms and conditions in the Plan, the Notice of Grant, and this Agreement.

 

  B.

Company’s Obligation to Pay.

Each Restricted Stock Unit represents the right to receive a Share on the date it vests. Unless and until the Restricted Stock Units will have vested in the manner set forth in Section C, Participant will have no right to payment of any such Restricted Stock Units. Prior to actual payment of any vested Restricted Stock Units, such Restricted Stock Unit will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

 

7


  C.

Vesting Schedule.

Subject to Section D, the Restricted Stock Units awarded by this Agreement will vest in Participant according to the vesting schedule set forth on the attached Notice of Grant, subject to Participant continuing to be a Service Provider through each such date.

 

  D.

Forfeiture upon Termination of Status as a Service Provider.

Subject to the provisions of the Agreement, if Participant ceases to be a Service Provider for any or no reason, the then-unvested Restricted Stock Units awarded by this Agreement will thereupon be forfeited at no cost to the Company and Participant will have no further rights thereunder. The date on which Participant ceases to be a Service Provider shall not be extended by any notice of termination period or non-working garden leave established under the local law (including, but not limited to statutory law, regulatory law, and/or common law) in the jurisdiction in which Participant resides or under the terms of Participant’s employment agreement, if any; such date will be considered the last date Participant is providing active services. The Administrator shall have the exclusive discretion to determine when Participant is no longer actively providing services for purposes of his or her Award (including whether Participant may still be considered to be providing services while on an approved leave of absence).

 

  E.

Payment after Vesting.

Any Restricted Stock Units that vest in accordance with Section C will be paid to Participant (or, in the event of Participant’s death, to his or her estate (or legal representative for Participants outside of the U.S.)) in whole Shares, subject to Participant satisfying any applicable Tax-Related Items withholding obligations (as defined in Section G below).

 

  F.

Payments after Death.

Any distribution or delivery to be made to Participant under this Agreement will, if Participant is then deceased, be made to Participant’s designated beneficiary, or if no beneficiary (or legal representative for Participants outside of the U.S.) survives Participant, the administrator, executor or legal representative of Participant’s estate. Any such transferee must furnish the Company with (a) written notice of his or her status as transferee, and (b) evidence satisfactory to the Company to establish the validity of the transfer and compliance with any laws or regulations pertaining to said transfer.

 

8


  G.

Withholding of Taxes.

1.    Participant acknowledges that, regardless of any action taken by the Company or, if different, Participant’s employer (the “Employer”), the ultimate liability for all income tax, social insurance, payroll tax, fringe benefits tax, payment on account or other tax related items related to Participant’s participation in the Plan and legally applicable to Participant (“Tax-Related Items”), is and remains Participant’s responsibility and may exceed the amount actually withheld by the Company or the Employer. Participant further acknowledges that the Company and/or the Employer (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the Restricted Stock Units, including, but not limited to, the grant, vesting or settlement of the Restricted Stock Units, the subsequent sale of Shares acquired pursuant to settlement and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the Award or any aspect of the Restricted Stock Units to reduce or eliminate Participant’s liability for Tax-Related Items or achieve any particular tax result. Further, if Participant is subject to Tax-Related Items in more than one jurisdiction, Participant acknowledges that the Company and/or the Employer (or former employer, as applicable) may be required to withhold or account for Tax-Related Items in more than one jurisdiction.

2.    Prior to any relevant taxable or tax withholding event, as applicable, Participant agrees to make adequate arrangements satisfactory to the Company and/or the Employer to satisfy all Tax-Related Items. In this regard, Participant authorizes the Company or its respective agents to satisfy the obligations with regard to all Tax-Related Items by withholding in Shares to be issued upon settlement of the Restricted Stock Units. In the event that such withholding in Shares is problematic under the applicable tax or securities laws or has materially adverse accounting consequences, by Participant’s acceptance of the Restricted Stock Units, he or she authorizes and directs the Company and any brokerage firm determined acceptable to the Company to sell on Participant’s behalf a whole number of Shares from those Shares issuable to Participant as the Company determines to be appropriate to generate cash proceeds sufficient to satisfy the obligation for Tax-Related Items. Notwithstanding the foregoing, in the event of a Change in Control where the Award is assumed in accordance with Section 14(c) of the Plan, the obligations with regard to all Tax-Related Items will be satisfied solely through the withholding of Shares to be issued upon settlement of the Restricted Stock Units.

3.    Depending on the withholding method, the Company may withhold or account for Tax-Related Items by considering applicable minimum statutory withholding amounts or other applicable withholding rates, including maximum applicable rates, in which case Participant will receive a refund of any over-withheld amount in cash and will have no entitlement to the Common Stock equivalent. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, Participant will be deemed to have been issued the full number of Shares subject to the vested Restricted Stock Unit, notwithstanding that a number of the Shares are held back solely for the purpose of paying the Tax-Related Items.

 

9


4.    Participant agrees to pay the Company, including through withholding from Participant’s wages or other cash compensation paid to Participant by the Company and/or the Employer, any amount of Tax-Related Items that the Company or the Employer may be required to withhold or account for as a result of Participant’s participation in the Plan that cannot be satisfied by the means previously described. The Company may refuse to issue or deliver the Shares or the proceeds from the sales of the Shares, if Participant fails to comply with his or her obligations in connection with the Tax-Related Items.

 

  H.

Nature of Grant. In accepting the Award, Participant acknowledges, understands and agrees that:

1.    the Plan is established voluntarily by the Company, it is discretionary in nature and it may be modified, amended, suspended or terminated by the Company at any time, to the extent permitted by the Plan;

2.    the grant of Restricted Stock Units is voluntary and occasional and does not create any contractual or other right to receive future Awards, or benefits in lieu of Restricted Stock Units, even if Restricted Stock Units have been granted in the past;

3.    all decisions with respect to the future Awards or other grants, if any, will be at the sole discretion of the Company;

4.    the Award grant and Participant’s participation in the Plan shall not create a right to employment or be interpreted as forming an employment or service contract with the Company, the Employer or any Subsidiary or affiliate of the Company;

5.    Participant is voluntarily participating in the Plan;

6.    the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same are not intended to replace any pension rights or compensation;

7.    the Restricted Stock Units and the Shares subject to the Restricted Stock Units, and the income and value of same, are not part of normal or expected compensation for purposes of calculating any severance, resignation, termination, redundancy, dismissal end-of-service payments, bonuses, long-service awards, pension or retirement or welfare benefits or similar payments;

8.    the future value of the underlying Shares is unknown, indeterminable and cannot be predicted with certainty;

9.    no claim or entitlement to compensation or damages shall arise from forfeiture of the Restricted Stock Units resulting from Participant ceasing to provide employment or other services to the Company or the Employer (for any reason whatsoever, whether or not later found to be invalid or in breach of employment law in the jurisdiction where Participant is employed or the terms of his or her employment agreement, if any), and in consideration of the grant of the Restricted Stock Units to which Participant is otherwise not entitled, he or she irrevocably agrees never to institute any claim against the Company, any of its Subsidiaries or affiliates or the Employer, waives his or her ability, if any, to bring any such claim, and releases the Company, its Subsidiaries and affiliates and the Employer from any such claim; if notwithstanding the foregoing, any such claim is allowed by a court of competent jurisdiction, then, by participating in the Plan, Participant shall be deemed irrevocably to have agreed not to pursue such claim and agrees to execute any and all documents necessary to request dismissal or withdrawal of such claim;

 

10


10.    unless otherwise provided in the Plan or by the Company in its discretion, the Award and the benefits evidenced by this Agreement do not create any entitlement to have the Restricted Stock Units or any such benefits transferred to, or assumed by, another company not to be exchanged, cashed out or substituted for, in connection with any Change in Control or other corporate transaction affecting the Shares of the Company; and

11.    the following provisions apply if Participant is providing services outside the United States:

(a)    the Restricted Stock Units and the Shares subject to the Restricted Stock Units are not part of normal or expected compensation or salary for any purpose;

(b)    Participant acknowledges and agrees that neither the Company, the Employer nor any Subsidiary or affiliate of the Company shall be liable for any foreign exchange rate fluctuation between Participant’s local currency and the United States Dollar that may affect the value of the Restricted Stock Units or of any amounts due to Participant pursuant to the settlement of the Restricted Stock Units or the subsequent sale of any Shares acquired upon settlement;

12.    the Restricted Stock Units and the benefits under the Plan, if any, will not automatically transfer to another company in the case of a merger, take-over or transfer of liability.

 

  I.

No Advice Regarding Grant.

The Company is not providing any tax, legal or financial advice, nor is the Company making any recommendations regarding Participant’s participation in the Plan, or Participant’s acquisition or sale of the underlying Shares. Participant is hereby advised to consult with his or her own personal tax, legal and financial advisors regarding Participant’s participation in the Plan before taking any action related to the Plan.

 

11


  J.

Data Privacy Notice and Consent.

1.    Participant hereby explicitly and unambiguously consents to the collection, use and transfer, in electronic or other form, of Participant’s personal data as described in this Agreement and any other Award of Restricted Stock Units materials by and among, as applicable, the Employer, the Company and its Subsidiaries and affiliates for the exclusive purpose of implementing, administering and managing Participant’s participation in the Plan.

2.    Participant understands that the Company and the Employer may hold certain personal information about Participant, including, but not limited to, Participant’s name, home address and telephone number, date of birth, social insurance number or other identification number, salary, nationality, job title, any Shares or directorships held in the Company, details of all Restricted Stock Unit or any other entitlement to Shares awarded, canceled, exercised, vested, unvested or outstanding in Participant’s favor, for the exclusive purpose of implementing, administering and managing the Plan (“Data”).

3.    Participant understands that Data will be transferred to E*Trade Financial, Inc. or to any other third party assisting in the implementation, administration and management of the Plan. Participant understands that the recipients of the Data may be located in the United States or elsewhere, and that the recipients’ country (e.g., the United States) may have different data privacy laws and protections than Participant’s country. Participant understands that if Participant resides outside the United States, Participant may request a list with the names and addresses of any potential recipients of the Data by contacting Participant’s local human resources representative. Participant authorizes the Company, E*Trade Financial, Inc. and any other possible recipients which may assist the Company (presently or in the future) with implementing, administering and managing the Plan to receive, possess, use, retain and transfer the Data, in electronic or other form, for the sole purpose of implementing, administering and managing Participant’s participation in the Plan. Participant understands that Data will be held only as long as is necessary to implement, administer and manage Participant’s participation in the Plan. Participant understands that if Participant resides outside the United States, Participant may, at any time, view Data, request additional information about the storage and processing of Data, require any necessary amendments to Data or refuse or withdraw the consents herein, in any case without cost, by contacting in writing Participant’s local human resources representative. Further, Participant understands, however, that he or she is providing the consents herein on a purely voluntary basis. If Participant does not consent, or if Participant later seeks to revoke his or her consent, Participant’s employment status or service and career with the Employer will not be adversely affected; the only adverse consequence of refusing or withdrawing Participant’s consent is that the Company would not be able to grant Participant Restricted Stock Units or other equity awards or administer or maintain such awards. Therefore, Participant understands that refusing or withdrawing his or her consent may affect his or her ability to participate in the Plan. For more information on the consequences of Participant’s refusal to consent or withdrawal of consent, Participant understands that he or she may contact Participant’s local human resources representative.

 

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  K.

Rights as Stockholder.

Neither Participant nor any person claiming under or through Participant will have any of the rights or privileges of a stockholder of the Company in respect of any Shares deliverable hereunder, unless and until certificates representing such Shares will have been issued, recorded on the records of the Company or its transfer agents or registrars, and delivered to Participant.

 

  L.

No Effect on Service.

Participant acknowledges and agrees that the vesting of the Restricted Stock Units pursuant to Section C hereof is earned only by Participant continuing to be a Service Provider through the applicable vesting dates (and not through the act of being hired or acquiring Shares hereunder). Participant further acknowledges and agrees that this Agreement, the transactions contemplated hereunder and the vesting schedule set forth herein do not constitute an express or implied promise of Participant continuing to be a Service Provider for the vesting period, for any period, or at all, and will not interfere with Participant’s right or the right of the Company (or the Parent or Subsidiary employing or retaining Participant) to terminate Participant’s status as a Service Provider at any time, with or without cause.

 

  M.

Address for Notices.

Any notice to be given to the Company under the terms of this Agreement will be addressed to the Company at Rambus Inc., 1050 Enterprise Way, Suite 700, Sunnyvale, CA 94089, or at such other address as the Company may hereafter designate in writing.

 

  N.

Grant is Not Transferable.

Except to the limited extent provided in Section F, this grant and the rights and privileges conferred hereby will not be transferred, assigned, pledged or hypothecated in any way (whether by operation of law or otherwise) and will not be subject to sale under execution, attachment or similar process. Upon any attempt to transfer, assign, pledge, hypothecate or otherwise dispose of this grant, or any right or privilege conferred hereby, or upon any attempted sale under any execution, attachment or similar process, this grant and the rights and privileges conferred hereby immediately will become null and void.

 

13


  O.

Binding Agreement.

Subject to the limitation on the transferability of this grant contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

 

  P.

Compliance with Law.

Notwithstanding any other provision of the Plan or this Agreement, unless there is an available exemption from any registration, qualification or other legal requirement applicable to the Shares, the Company shall not be required to deliver any Shares issuable upon settlement of the Restricted Stock Units prior to the completion of any registration or qualification of the Shares under any local, state, federal or foreign securities or exchange control law or under rulings or regulations of the U.S. Securities and Exchange Commission (“SEC”) or of any other governmental regulatory body, or prior to obtaining any approval or other clearance from any local, state, federal or foreign governmental agency, which registration, qualification or approval the Company shall, in its absolute discretion, deem necessary or advisable. Participant understands that the Company is under no obligation to register or qualify the shares with the SEC or any state or foreign securities commission or to seek approval or clearance from any governmental authority for the issuance or sale of the Shares. Further, Participant agrees that the Company shall have unilateral authority to amend the Plan and the Agreement without Participant’s consent to the extent necessary to comply with securities or other laws applicable to issuance of Shares.

 

  Q.

Plan Governs.

This Agreement is subject to all terms and provisions of the Plan. In the event of a conflict between one or more provisions of this Agreement and one or more provisions of the Plan, the provisions of the Plan will govern.

 

  R.

Administrator Authority.

The Administrator will have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret or revoke any such rules (including, but not limited to, the determination of whether or not any Restricted Stock Units have vested). All actions taken and all interpretations and determinations made by the Administrator in good faith will be final and binding upon Participant, the Company and all other interested persons. No member of the Administrator will be personally liable for any action, determination or interpretation made in good faith with respect to the Plan or this Agreement.

 

14


  S.

Electronic Delivery and Acceptance.

The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or another third party designated by the Company.

 

  T.

Captions.

Captions provided herein are for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.

 

  U.

Agreement Severable.

In the event that any provision in this Agreement will be held invalid or unenforceable, such provision will be severable from, and such invalidity or unenforceability will not be construed to have any effect on the remaining provisions of this Agreement.

 

  V.

Modifications to the Agreement.

This Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Agreement, the Company reserves the right to revise this Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”) or to otherwise avoid imposition of any additional tax or income recognition under Section 409A of the Code in connection to this Award of Restricted Stock Units.

 

  W.

Governing Law and Venue.

The Award grant and the provisions of this Agreement shall be governed by, and subject to, the laws of the State of Delaware, without regard to the conflict of law provisions. For purposes of any action, lawsuit or other proceedings brought to enforce this Agreement, relating to it, or arising from it, the parties hereby submit to and consent to the sole and exclusive jurisdiction of the courts of Santa Clara County, California, or the federal courts for the United States for the Northern District of California, and no other courts, where this Award of Restricted Stock Units is made and/or to be performed.

 

15


  X.

Language.

If Participant has received this Agreement or any other document related to the Plan translated into a language other than English and if the meaning of the translated version is different than the English version, the English version will control.

 

  Y.

Exhibit A.

Notwithstanding any provisions in this Agreement, the Award grant shall be subject to any special terms and conditions set forth in Exhibit A of this Agreement for Participant’s country. Moreover, if Participant relocates to one of the countries included in Exhibit A, the special terms and conditions for such country will apply to Participant, to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. Exhibit A constitutes part of this Agreement.

 

  Z.

Imposition of Other Requirements.

The Company reserves the right to impose other requirements on Participant’s participation in the Plan, on the Award and on any Shares acquired under the Plan, to the extent the Company determines it is necessary or advisable for legal or administrative reasons, and to require Participant to sign any additional agreements or undertakings that may be necessary to accomplish the foregoing.

 

  AA.

Waiver.

Participant acknowledges that a waiver by the Company of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other provision of this Agreement, or of any subsequent breach by Participant of any other Participant.

By Participant’s signature and the signature of the Company’s representative below, Participant and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and the Agreement, both of which are made a part of this document.

 

16


PARTICIPANT     RAMBUS INC.

 

   

 

Signature     By

 

   

 

Print Name     Title

* * * * *

 

17


Exhibit A

FOR NON-U.S. PARTICIPANTS

RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

This Exhibit A includes additional terms and conditions that govern the Award of Restricted Stock Units to Participant if he or she resides in one of the countries listed herein. This Exhibit A forms part of the Agreement. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement and the Plan.

This Exhibit A also includes information regarding exchange controls and certain other issues of which Participant should be aware with respect to Participant’s participation in the Plan. The information is based on the securities, exchange control and other laws in effect in the respective countries as of May 2015. Such laws are often complex and change frequently. As a result, the Company strongly recommends that Participant not rely on the information noted herein as the only source of information relating to the consequences of Participant’s participation in the Plan because the information may be out of date at the time Participant vests in the Restricted Stock Units or sell the Shares acquired under the Plan.

In addition, the information contained herein is general in nature and may not apply to Participant’s particular situation, and the Company is not in a position to assure Participant of any particular result. Accordingly, Participant is advised to seek appropriate professional advice as to how the relevant laws in Participant’s country may apply to Participant’s situation.

Finally, if Participant is a citizen or resident of a country other than the one in which Participant is currently residing or transfers employment after the grant date, the information contained herein may not be applicable to Participant.

* * * * *

 

18


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

ALL COUNTRIES

Insider Trading Restrictions/Market Abuse Laws. Participant acknowledges that, depending on Participant’s country of residence, Participant may be subject to insider trading restrictions and/or market abuse laws, which may affect Participant’s ability to acquire or sell Shares or rights to Shares (e.g., Restricted Stock Units) under the Plan during such times as Participant is considered to have “inside information” regarding the Company (as defined by the laws in Participant’s country). Any restrictions under these laws or regulations are separate from and in addition to any restrictions that may be imposed under any applicable Company insider trading policy. Participant acknowledges that it is Participant’s responsibility to comply with any applicable restrictions, and Participant is advised to speak to Participant’s personal advisor on this matter.

 

19


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

CANADA

Terms and Conditions

Payment after Vesting. The following provision supplements the “Payment after Vesting” section of the Agreement:

The discretion to settle the Restricted Stock Units in cash as described in Section 8 of the Plan is not applicable to Restricted Stock Units granted to Participants in Canada.

The following provisions apply if Participant is in Quebec:

Consent to Receive Information in English. The parties acknowledge that it is their express wish that the Agreement, as well as all documents, notices and legal proceedings entered into, given or instituted pursuant hereto or relating directly or indirectly hereto, be drawn up in English.

Les parties reconnaissent avoir expressement souhaité que la convention [“Agreement”], ainsi que tous les documents, avis et procédures judiciaries, éxecutés, donnés ou intentés en vertu de, ou lié, directement ou indirectement à la présente convention, soient rédigés en langue anglaise.

Data Privacy Notice and Consent. The following provision supplements the “Data Privacy Notice and Consent” section of the Agreement:

Participant hereby authorizes the Company and the Company’s representatives to discuss and obtain all relevant information from all personnel, professional or non-professional, involved in the administration of the Plan. Participant further authorizes the Company, the Employer, any Subsidiary or affiliate and the Company’s designated broker/third party administrator for the Plan (or such other stock plan service provider that may be selected by the Company to assist with the implementation, administration and management of the Plan) to disclose and discuss such information with their advisors. Participant also authorizes the Company, the Employer and/or any Subsidiary or affiliate to record such information and to keep such information in Participant’s employment file.

 

20


Notifications

Securities Law Notification. Participant is permitted to sell Shares acquired through the Plan through the designated broker appointed under the Plan, if any (or any other broker acceptable to the Company), provided the resale of Shares acquired under the Plan takes place outside of Canada through the facilities of a stock exchange on which the Shares are listed. The Shares are currently listed on the Nasdaq Global Select Market.

Foreign Asset / Account Reporting Notification. Foreign property, including Shares and rights to receive Shares (e.g., Restricted Stock Units), must be reported annually on a Form T1135 (Foreign Income Verification Statement) if the total cost of the foreign property exceeds CAD 100,000 at any time during the year. Thus, Restricted Stock Units must be reported - generally at a nil cost - if the CAD 100,000 cost threshold is exceeded because of other foreign property. When Shares are acquired, their cost generally is the adjusted cost base (“ACB”) of the Shares. The ACB would ordinarily equal the fair market value of the Shares at the time of acquisition, but if other Shares are also owned, this ACB may have to be averaged with the ACB of the other Shares.

 

21


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

FRANCE

Terms and Conditions

Language Consent. By accepting the Award grant, Participant confirms having read and understood the Plan and Agreement which were provided in the English language. Participant accepts the terms of those documents accordingly.

Consentement Relatif à la Langue Utilisée. En acceptant l’attribution, le Participant confirme avoir lu et compris le Plan et le Contrat, qui ont été communiqués en langue anglaise. Le Participant accepte les termes de ces documents en connaissance de cause.

Notifications

Foreign Asset / Account Reporting Notification. If Participant holds Shares outside of France or maintains a foreign bank account, Participant is required to report such to the French tax authorities when filing his or her annual tax return. Severe penalties may applicable for any failure to comply with this reporting obligation.

 

22


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

INDIA

Notifications

Exchange Control Notification. Participant understands that if resident in India, he or she must repatriate the proceeds from the sale of Shares acquired under the Plan while Participant was resident in India to India within 90 days of receipt. Participant must also obtain a foreign inward remittance certificate (“FIRC”) from the bank where Participant deposits the foreign currency and must maintain the FIRC as evidence of the repatriation of funds in the event the Reserve Bank of India or the Employer requests proof of repatriation.

Foreign Asset / Account Reporting Notification. Participant is required to declare foreign bank accounts and any foreign financial assets (including Shares held outside India and possibly including Restricted Stock Units) in Participant’s annual tax return. Participant is responsible for complying with this reporting obligation and is advised to confer with his or her personal legal advisor in this regard.

 

23


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

JAPAN

Notifications

Exchange Control Notification. If Participant acquires Shares valued at more than ¥100,000,000 in a single transaction, Participant must file a Securities Acquisition Report with the Ministry of Finance through the Bank of Japan within 20 days of the purchase of Shares.

Foreign Asset / Account Reporting Notification. Participant is required to report details of any assets held outside of Japan as of December 31, including Shares acquired under the Plan, to the extent such assets have a total net fair market value exceeding ¥50,000,000. Such report will be due by March 15 each year. Participant is responsible for complying with this reporting obligation and is advised to consult with his or her personal tax advisor in this regard.

 

24


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

KOREA

Notifications

Exchange Control Notification. If the Participant receives US$500,000 or more from the sale of Shares in a single transaction, Korean exchange control laws require the Participant to repatriate the proceeds to Korea within 18 months of the sale.

Foreign Asset / Account Reporting Notification. Korean residents must declare all foreign financial accounts (e.g., non-Korean bank accounts, brokerage accounts, etc.) based in foreign countries that have not entered into an “inter-governmental agreement for automatic exchange of tax information” with Korea to the Korean tax authority and file a report with respect to such accounts if the value of such accounts exceeds KRW 1 billion (or an equivalent amount in foreign currency). Participant should consult with his or her personal tax advisor for additional information about this reporting obligation, including whether or not there is an applicable inter-governmental agreement between Korea and the U.S. (or any other country where Participant may hold any Shares or cash acquired in connection with the Plan).

 

25


RAMBUS INC.

2019 INDUCEMENT EQUITY INCENTIVE PLAN

RESTRICTED STOCK UNIT AGREEMENT

additional terms for participants in

TAIWAN

Notifications

Exchange Control Notification. Participant may remit and acquire foreign currency (including proceeds from the sale of Shares) up to US$5,000,000 per year without justification.

If the transaction amount is TWD500,000 or more in a single transaction, Participant must submit a Foreign Exchange Transaction Form. If the transaction amount is US$500,000 or more in a single transaction, Participant must also provide supporting documentation to the satisfaction of the bank involved in the transaction. Participant should consult his or her personal legal advisor prior to taking any action with respect to remittance of proceeds from the sale of Shares into or out of Taiwan, as Participant is responsible for complying with all exchange control laws in Taiwan.

* * * * *

 

26


Exhibit B

Benchmark Companies

 

Bottomline Technologies    Lattice Semiconductor Corporation    Semtech Corporation
Dolby Laboratories    M/A-Com Technology Solutions    Silicon Laboratories Inc.
Inphi Corporation    MaxLinear, Inc.    Tessera Technologies
Integrated Device Technology, Inc.    Monolithic Power Systems    Universal Display Corp.
InterDigital, Inc.    Power Integrations Inc.   

The following will govern changes during the Performance Period to the companies listed as the Benchmark Companies:

 

  1.

If a Benchmark Company is acquired or merges with another company, and the acquiring or merged company (the “successor company”) is not a Benchmark Company, then the performance (relative Total Stockholder Return) for the acquired company will be calculated through the transaction date and that value would then be used for purposes of ranking that company’s performance at the end of the Performance Period; however, if the successor company is a Benchmark Company, the successor company will be substituted into the Ranking Group as of the date of the transaction with the old company being removed entirely from the Benchmark Companies.

 

  2.

If a company stops trading publicly due to being delisted or goes bankrupt, the company will remain in the Ranking Group at the bottom of the Ranking Group.

 

  3.

If a company in the Benchmark Companies spins off a subsidiary, the spin-off company will not be included in the Benchmark Companies, but the continuing (parent) company shall remain in the Benchmark Companies with the Total Stockholder Return adjusted for the spin-off.

 

27

Exhibit 99.1

PRESS RELEASE

Sean Fan Joins Rambus as Chief Operating Officer

Brings over 20 years of semiconductor operations expertise

SUNNYVALE, Calif. — Aug. 28, 2019 — (BUSINESS WIRE) — Rambus Inc. (NASDAQ: RMBS), a premier silicon IP and chip provider making data faster and safer, today announced that Sean Fan has joined the company as chief operating officer (COO). Fan has a 20-year track record of creating and growing industry-leading semiconductor technology businesses. As COO, Fan will be responsible for accelerating product and IP growth initiatives.

Before joining Rambus, Fan served as a corporate vice president and general manager at Renesas Electronics, in charge of the datacenter business unit. Prior to its acquisition by Renesas in March 2019, Sean held various senior executive positions at Integrated Device Technology Inc. (IDT) for over 19 years, where he was actively involved in corporate strategy, mergers and acquisitions, and restructuring, leading efforts in the turnaround and transformation of the company’s legacy businesses.

“Sean’s proven success in growing semiconductor businesses over the course of his career makes him a great addition to the Rambus team,” said Luc Seraphin, president and CEO of Rambus. “Sean has deep domain expertise from both a technology and business perspective, and I’m very excited that we are adding someone of Sean’s caliber to the leadership team. I have full confidence that he will help accelerate the product growth and operational efficiencies that will take Rambus to the next level.”

“With Rambus’ rich history of innovation, it is well positioned to become the preeminent supplier of high-speed interface and security silicon IP and chips,” commented Fan. “I’m excited for the opportunity to reinforce and accelerate continued innovation, quality, and growth.”

Before joining IDT, Fan worked at Lucent Microelectronics, Mitel Semiconductor, and National Lab of Telecom in China. From 2009 to 2012, Fan was a board member of JEDEC, a leading standardization organization for the microelectronics industry. Fan earned a master’s degree in Computer Engineering from the University of Cincinnati and a bachelor’s degree in Computer and Telecom from Beijing University of Posts and Telecommunications. He continued his executive management education at Stanford University and the Wharton School of Business.

Follow Rambus:

Company website: rambus.com

Rambus blog: rambus.com/blog

Twitter: @rambusinc

LinkedIn: www.linkedin.com/company/rambus

Facebook: www.facebook.com/RambusInc


About Rambus Inc.

Dedicated to making data faster and safer, Rambus creates innovative hardware, software and services that drive technology advancements from the data center to the mobile edge. Our architecture licenses, IP cores, chips, software, and services span memory and interfaces, security, and emerging technologies to positively impact the modern world. We collaborate with the industry, partnering with leading chip and system designers, foundries, and service providers. Integrated into tens of billions of devices and systems, our products and technologies power and secure diverse applications, including Big Data, Internet of Things (IoT) security, mobile payments, and smart ticketing. For more information, visit rambus.com.

Source: Rambus Inc.

Press Contact:

Cori Pasinetti

Rambus Corporate Communications

t: (408) 462-8306

cpasinetti@rambus.com

Forward-Looking Statements

This release contains forward-looking statements under the Private Securities Litigation Reform Act of 1995, including those relating to Rambus’ expectations regarding product and IP growth initiatives, and operational efficiencies. Such forward-looking statements are based on current expectations, estimates and projections, management’s beliefs and certain assumptions made by Rambus’ management. Actual results may differ materially. Rambus’ business generally is subject to a number of risks which are described more fully in Rambus’ periodic reports filed with the Securities and Exchange Commission. Rambus undertakes no obligation to update forward-looking statements to reflect events or circumstances after the date hereof.