AMENDED & RESTATED JOHN DANFORTH EMPLOYMENT AGREEMENT
THIS AMENDED AND RESTATED AGREEMENT is effective as of February 1, 2006, by and between Rambus Inc. (the
“Company”) and John Danforth (“Executive”).
A. Executive is employed by the Company as Senior Vice President and General Counsel.
B. The Company and Executive entered into the John Danforth Employment Agreement, effective January 6, 2006 (the
“Original Agreement”). The Company retained Executive’s services full time during the period they mutually agreed (the “Full-
Time Employment Term”) and thereafter as a part-time employee through the period of an additional twelve months, working a
minimum of half-time (the “Part-Time Employment Term”), upon the terms set forth herein.
C. Under the Original Agreement, Executive’s restricted stock units would have fully vested on a date which is not within
an open trading window. Executive and the Company agreed, with the approval of the Compensation Committee of the Board of
Directors to change such vesting date to a date which is within an open trading window.
D. Section 7(a) of the Original Agreement, provides that the Original Agreement may be amended with the written consent
of the Company and Executive.
E. The Company and Executive desire to amend and restate the Original Agreement.
NOW, THEREFORE, the parties agree as follows:
1. Term . The term of this Agreement commenced on January 6, 2006 and shall continue until all the payments due and all
other obligations of the parties hereunder have been made or satisfied.
2. Duties of Executive.
(a) Full-Time Employment Term . During the Full-Time Employment Term, Executive shall devote his full-time during
normal business hours to the Company, with such duties as the Board and CEO assign to him. During the Full-Time
Employment Term, Executive’s compensation and other benefits shall be as provided in Section 3(a).
(b) Part-Time Employment Term