1999 NONSTATUTORY STOCK OPTION PLAN
(as amended and restated as of April 4, 2007)
1. Purposes of the Plan . The purposes of this Stock Plan are:
Options granted under the Plan will be Nonstatutory Stock Options.
2. Definitions . As used herein, the following definitions shall apply:
(a) “ Administrator ” means the Board or any of its Committees as shall be administering the Plan, in accordance with
Section 4 of the Plan.
(b) “ Applicable Laws ” means the requirements relating to the administration of stock option plans 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 Options are, or will be, granted
under the Plan.
(c) “ Board ” means the Board of Directors of the Company.
(d) “ Code ” means the Internal Revenue Code of 1986, as amended.
(e) “ Committee ” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the
Board in accordance with Section 4 hereof.
(f) “ Common Stock ” means the common stock of the Company.
(g) “ Company ” means Rambus Inc., a Delaware corporation.
(h) “ Consultant ” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to
render services to such entity.
(i) “ Director ” means a member of the Board.
(j) “ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code.
(k) “ Employee ” means any person, including Officers and Directors, employed by the Company or any Parent or
Subsidiary of the Company. A Service Provider shall 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, any
Subsidiary, or any successor.
(l) “ Exchange Act ” means the Securities Exchange Act of 1934, as amended.
(m) “ Fa