Corporate Development Committee Charter



(Adopted April 1, 2015)

The purpose of the Corporate Development Committee of the Board of Directors (the “Board”) of Rambus Inc. (the “Company”) shall be to (i) work with management to review and consider potential strategic transactions that are consistent with the Company’s growth strategy; (ii) review and advise management with respect to the Company’s growth strategy and (iii) act as the liaison to the Board of Directors in connection with the Committee’s and management’s activities in this regard.

The Committee may consist of any independent directors of the Board, and may invite participation of any former directors of the Company as needed or appropriate. The members of the Corporate Development Committee will be appointed by the Board, will serve at the discretion of the Board and may be removed by the Board at any time. The Board shall designate the Chairperson of the Corporate Development Committee. The Company’s Chief Executive Officer, Senior Vice President of Corporate Development, Chief Financial Officer and Senior Vice President, General Counsel shall be standing invitees to Committee meetings.

The Committee will review any and all potential strategic transactions of the Company, and will provide management with advice, guidance and feedback on behalf of the Board. The Committee will keep the Board fully advised of any such transactions in a timely manner so that the Board may take all actions appropriate and necessary consistent with approval guidelines established by the Board. The Board may further delegate to this Committee or management through a resolution any of its authority to manage and carry out its decisions to the fullest extent permitted by applicable law or regulation.

Meetings. The Committee may meet quarterly or more often as its members determine appropriate to carry out its responsibilities under this charter. The Company’s Chief Executive Officer and Senior Vice President of Corporate Development may call meetings of this Committee without advance notice to the extent required for any given strategic transaction. The Committee will keep regular minutes of its meetings, and will regularly update the Board of Directors about Committee activities and findings. Any current Board Directors may attend Committee meetings as guests.

Resources and Advisers. The Committee will review any potential engagement of advisers with management to fulfill the purpose of this Committee. The Board may delegate the authority to engage consultants and legal advisers to this Committee through resolution of the Board.

Committee Members

Penelope A. Herscher
Penelope A. Herscher

Ms. Herscher has served as a director since July 2006. She currently holds the position of president and chief executive officer of FirstRain, Inc., a custom-configured, on-demand intelligence services firm, which she joined in 2005. Ms. Herscher previously held the position of executive vice president and chief marketing officer at Cadence Design Systems from 2002 to 2003, and executive vice president and general manager, Design and Verification Business during the second half of 2003. From 1996 to 2002, Ms. Herscher was president and chief executive officer of Simplex Solutions, which was acquired by Cadence in 2002. Before Simplex, she was an executive at Synopsys for eight years and started her career as an R&D engineer with Texas Instruments. She holds a B.A. with honors in Mathematics from Cambridge University in England. Ms. Herscher serves on the boards of FirstRain, JDS Uniphase, Inc. and several non-profit institutions.

E. Thomas Fisher
E. Thomas Fisher

Mr. Fisher has served as a director since January 2015. He is currently senior vice president and chief information officer (CIO) of Global Commercial Cloud Services at Oracle Corporation and has held the position since June 2011. Prior to joining Oracle, Mr. Fisher served as CIO and vice president of Cloud Computing at SuccessFactors, Inc., now SAP, from April 2009 to June 2011. Prior to joining SuccessFactors, Mr. Fisher spent seven years at Qualcomm where he served as CIO of CDMA Technologies. Before Qualcomm, he was vice president and acting chief technology officer (CTO) at eBay Inc. Mr. Fisher holds a Bachelor of Arts degree from the University of North Carolina in Charlotte.

David Shrigley
David Shrigley

Mr. Shrigley has served as a director since October 2006. He was most recently the Executive Chairman of Soil and Topography Information, Inc. Mr. Shrigley was a member of the board of Wolfson Microelectronics plc, a supplier of mixed-signal chips for the digital market from November 2006 to December 2008, and was its chief executive officer from March 2007. He served as a general partner at Sevin Rosen Funds, a venture capital firm, from 1999 to 2005. Prior to that, Mr. Shrigley held the position of executive vice president, Marketing, Sales and Service at Bay Networks, a network hardware company. Mr. Shrigley served in various executive positions at Intel Corporation, including vice president and general manager of Asia Pacific sales and marketing operations based in Hong Kong, and vice president and general manager, corporate marketing. Mr. Shrigley holds a B.S. from Franklin University.

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