Rambus - Laura Stark

Vice President, Platform Solutions

Year . . . . . Salary . . . . . . . Bonus . . . . . . #Options . . . . Other Comp.
CY 2004 . . . $225, 000. . . . . . .$259,279 . . . . . . 85,000. . . . . . . . $2,224

CY 2003 . . . $200,128. . . . . . . $115,906 . . . . . . . 200,000 . . . . . . $2,760

3-months . . .$46,250 . . . . . . . .$44,200 . . . . . . 100,000 . . . . . . . . $390

FY 2002 . . . .$178,750 . . . . . . . $153,089 . . . . . . - 0 - . . . . . . . . . . . $2,660

In April 2003, Rambus changed its fiscal year end from September 30 to December 31. The three months represent the interim period from October 1, 2002 thru December 31, 2002.

The 2004 options granted vest ratably over 12 months in 2009 at a share price of $24.04 and expire 12/03/14.

You wondered how compensation was determined? As follows are snips from the 2005 revised proxy.

The Compensation Committee (the “Committee”) administers, determines, and reviews the compensation program for the Chief Executive Officer, other officers, key executives, and outside directors, including the executive officers listed on the Summary Compensation Table (the “named executives”).

The policy of the Committee is to ensure that the Company’s executive compensation programs support the Company’s primary objective of creating value for its stockholders. Accordingly, the policy of the Committee is to attract and retain key personnel through the payment of competitive base salaries and to encourage and reward performance through bonuses and stock ownership.

The Committee and Management utilize peer group comparisons and benchmarking surveys to provide a reliable indicator of Rambus’s compensation programs in the marketplace.

The annual salary for officers and employees is determined relative to job scope, past and present contributions for performance, compensation for similar positions at peer and/or other high-technology companies, and individual factors.

We emphasize pay-for-performance in all components of compensation, making salary adjustments based on individual employee performance relative to compensation levels among employees in similar positions in the defined talent market.

The Committee reviews officer salaries annually.

The Committee rewards achievement at specified levels of financial and individual performance. Each officer has a target bonus level that is competitive with target bonuses for similar positions reported in our independent, third-party surveys.

The Committee believes that financial performance is a key measurement in determining bonus awards.