Rambus Reports Inducement Grants under NASDAQ Listing Rule 5635(c)(4)

SUNNYVALE, Calif. – Sept. 5, 2019 – Rambus Inc. (NASDAQ: RMBS), a premier silicon IP and chip provider making data faster and safer, today announced grants of inducement awards to its Chief Operating Officer, Sean Fan, and other employees joining the company as a result of the recent acquisition of Northwest Logic, Inc.

In accordance with NASDAQ Listing Rule 5635(c)(4), Rambus’ Compensation Committee of its Board of Directors approved the grants of the following equity awards to Mr. Fan as a material inducement to his accepting employment with Rambus: (i) an award of 112,782 restricted stock units, and (ii) an award of 112,782 performance units. Fifty percent of such restricted stock units will vest on the one-year anniversary of the date of grant and 50% of the restricted stock units will vest on the two-year anniversary of the date of grant. The performance units will vest 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. The company granted the restricted stock units and the performance units on September 3, 2019, the first business day of the first full month after Mr. Fan’s start date of August 26, 2019. The inducement awards were made under Rambus’ newly adopted 2019 Inducement Equity Incentive Plan and related award agreements.

In addition, Rambus also granted awards under the 2019 Inducement Equity Incentive Plan to non-executive officer employees of recently acquired Northwest Logic, Inc. in accordance with NASDAQ Listing Rule 5635(c)(4) and as approved by Rambus’ Compensation Committee of its Board of Directors. Rambus issued an aggregate of 37,000 restricted stock units to these employees on September 3, 2019, the first business day of the first full month after their start date with Rambus. Such restricted stock units will vest over four years, with twenty-five percent (25%) vesting each year on the grant date anniversary until fully vested.

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