Item 1.01. Entry into a Material Definitive Agreement

On March 11, 2022, Rambus Inc. (the "Company") entered into an amendment to the letter agreement (the "Amended Agreement"), dated March 12, 2021 (the "Agreement") with Barington Companies Equity Partners, L.P. and certain other affiliated parties (collectively, "Barington"). The Amended Agreement extends the customary standstill provisions in the Agreement (described in the Company's Form 8-K filed on March 16, 2021) until the first anniversary of the Company's 2022 annual meeting of the stockholders (the "2022 Annual Meeting").

In addition and related to the Amended Agreement, the Company entered into a Director Transition and Consulting Agreement with Barington and James Mitarotonda (the "Transition Agreement"). Pursuant to the terms of the Transition Agreement, after the conclusion of Mr. Mitarotonda's service as a director at the 2022 Annual Meeting, Mr. Mitarotonda will provide consulting services to the board chair and senior management of the Company for one year and Barington will be paid $230,000 cash for such services.

The foregoing summary of the Amended Agreement and the Transition Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Agreement and the Transition Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 and incorporated by reference.

Item 9.01 - Financial Statements and Exhibits.

(d) Exhibits.



10.1      Letter agreement dated as of March 11, 2022, among Rambus Inc.,
        Barington Companies Equity Partners, L.P. and certain other parties.

10.2      Director Transition and Consulting Agreement dated March 11, 2022, by
        and between Rambus Inc. and James Mitarotonda.

99.1      Press Release, dated March 11, 2022.

104     Cover Page Interactive Date File (formatted as inline XBRL and contained
        in Exhibit 101)

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