Amended And Restated John Danforth Employment Agreement

Exhibit 10.17


RAMBUS INC.

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" ).


RECITALS


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 . During the Part-Time Employment Term Executive agrees to perform services as a Section 16 officer, part-time employee working a minimum of half-time as is reasonably requested by the Company. During the Part-Time Employment Term, Executive' s schedule may be reduced below a minimum of half-time only by express written agreement with the Company. During the Part-Time Employment Term,

Executive' s compensation and other benefits shall be as provided in Section 3(b). Subject to providing any severance due under Section 4(b) hereof, the Company is free to terminate the Part-Time Employment Term at any time, with or without cause or notice, even within 12 months following the Full-Time Employment Term.

3. Compensation .

(a) Full-Time Employment Term .

(i) Cash Compensation . While employed by the Company during the Full-Time Employment Term (i) Executive shall be paid a base salary and annual target bonus as set by the Company in its sole discretion, and (ii) Executive shall also be paid additional bonuses as set forth in Exhibit A, hereto, if and when the triggering events set forth in Exhibit A occur, which Exhibit A may from time to time be amended by Company and Executive if and to the extent they mutually agree to such amendments in a signed writing.

(ii) Benefits . While employed by the Company during the Full-Time Employment Term, Executive shall be eligible to participate in the employee benefit plans and executive compensation programs maintained by the Company applicable to other key executives of the Company subject, in each case, to the generally applicable terms and conditions of the applicable plan or program in question and to the determination of any committee administering such plan or program.

(b) Part-Time Employment Term .

(i) Cash Compensation . While employed by the Company during the Part-Time Employment Term (i) Executive shall be paid a base salary pro-rated against his 2005 full-time salary, based upon the percentage of full-time employment that Executive' s working schedule represents, (ii) Executive' s annual target bonus shall be subject to the discretion of the Board and CEO, and (iii) Executive shall be paid those additional bonuses described above in Section 3(a)(i)(ii) and set forth in Exhibit A if and when the triggering events set forth in Exhibit A occur during the Part-time Employment Period.

(ii) Benefits . While employed by the Company during the Part-Time Employment Term, Executive shall be eligible to participate in the employee benefit plans and executive compensation programs maintained by the Company applicable to other key executives of the Company, subject, in each case, to the generally applicable terms and conditions of the applicable plan or program in question and to the determination of any committee administering such plan or program.

(c) Stock Options and Other Equity Compensation . Subject to the accelerated vesting provisions of Section 4(b) below, Executive' s options and other equity compensation awards shall be governed by the provisions of the applicable award agreements by and between Executive and the Company (the " Equity Compensation Agreements" ). The vesting and exercisability of such options and any other awards shall continue during the Full-Time Employment Term and the Part-Time Employment Term, in each case subject to Executive' s continued employment with the Company through the applicable vesting dates.

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4. Termination of Employment .


(a) At-Will Employment . Executive and the Company understand and acknowledge that Executive' s employment with the Company constitutes " at-will" employment. Subject to the provision of any accelerated equity compensation vesting required under Section 4(b) hereof, Executive and the Company acknowledge that this employment relationship may be terminated at any time, with or without good cause or notice or for any or no cause, at the option of either the Company or Executive. Executive and the Company further agree that in the event his employment terminates, Executive' s sole remedy under this Agreement shall be the severance provisions of Section 4(b) hereof. For example, if Executive' s full-time employment terminates on October 23, 2007 and he is not provided with any part-time employment, that shall not constitute a breach of this Agreement and he shall not be entitled to any severance payments or benefits hereunder or damages for breach of this Agreement.

(b) Severance: Bonus Payments and Accelerated Vesting In the event that prior to October 22, 2007 (the " Severance Period" ) Executive' s employment is involuntarily terminated by the Company other than (A) for " Cause," or (B) due to Executive' s death or " Disability" (as such terms are defined herein) then, subject to Executive executing and not revoking a release of claims in favor of the Company in substantially the form attached hereto as Exhibit B, Executive (i) shall receive immediate accelerated vesting of the Shares of the Company' s common stock subject to stock options to the same extent as if Executive had remained employed by the Company through the end of the Severance Period, (ii) shall receive those additional bonuses described above in Section 3(a)(i)(ii) and set forth in Exhibit A if and when the triggering events set forth in Exhibit A occur during the Severance Period; provided, however, that such bonuses shall be paid in cash and not in restricted stock units if they are paid pursuant to this Section 4(b), (iii) shall have the vesting on any bonuses paid or to be paid under Exhibit A, including pursuant to the prior clause (ii), immediately 100% accelerated or shall be 100% vested on the date of grant, as applicable, (iv) shall receive ongoing base salary payments which shall be at the full-time employment rate if Executive is terminated during the Full-Time Employment Term or the part-time employment rate if Executive is terminated during the Part-Time Employment Term until the first to occur of (A) the end of the Severance Period, (B) twelve months from the termination date, and (v) shall receive one year' s 100% on-target bonus under the Company' s Corporate Incentive Bonus Plan in effect for the year of termination, reduced by the same percentage base salary is reduced if Executive is terminated during the Part-Time Employment Term, payable ratably over the period ending on the first to occur of (A) the end of the Severance Period, (B) twelve months from the termination date, (vi) an additional payment of $2,000 per month through the first to occur of (A) the end of the Severance Period, (B) twelve months from the termination date. Any payments or reimbursements hereunder shall be delayed for six months if so required by Internal Revenue Code Section 409A and shall be paid in full arrears promptly after such six-month period has elapsed.

(c) " Cause" Definition . For the purposes of this Agreement, " Cause" shall mean (i) Executive is convicted of or pleas nolo contendere or guilty to a felony; (ii) Executive engages in conduct that constitutes willful gross neglect or willful gross misconduct, provided that no act or failure to act shall be considered " willful" under this definition unless Executive acted, or failed to act, with an absence of good faith and without a reasonable belief that Executive' s action, or failure to act, was in the best interest of the Company; (iii) an act of personal dishonesty taken by Executive in connection with his responsibilities as an employee ...