1997 STOCK PLAN
Amended and restated effective as of April 4, 2007
1. Purposes of the Plan . The purposes of this Stock Plan are:
Options granted under the Plan may be Incentive Stock Options or Nonstatutory Stock Options, as determined by the
Administrator at the time of grant. Stock Purchase Rights and Restricted Stock Units may also be granted under the Plan. The
Plan also provides for automatic grants of Nonstatutory Stock Options to Outside Directors.
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 Awards are, or will be, granted
under the Plan.
(c) “ Award ” means an award of Options, Stock Purchase Rights or Restricted Stock Units pursuant to the terms of
(d) “ Board ” means the Board of Directors of the Company.
(e) “ Code ” means the Internal Revenue Code of 1986, as amended.
(f) “ Committee ” means a committee of Directors or of other individuals satisfying Applicable Laws appointed by the
Board in accordance with Section 4 hereof.
(g) “ Common Stock ” means the common stock of the Company.
(h) “ Company ” means Rambus Inc., a Delaware corporation.
(i) “ Consultant ” means any person, including an advisor, engaged by the Company or a Parent or Subsidiary to
render services to such entity.
(j) “ Director ” means a member of the Board.
(k) “ Disability ” means total and permanent disability as defined in Section 22(e)(3) of the Code.
(l) “ Employee ” means any person, including Officers and Directors, employed by