Amendment to Letter Agreement between Rambus Inc. and Barington Companies Equity Partners, L.P. (March 2022)
Rambus Inc. and Barington Companies Equity Partners, L.P., along with related parties, have agreed to amend their previous letter agreement dated March 12, 2021. The amendment specifically changes the definition of the "Restricted Period," now lasting until one year after the annual meeting when the Barington Designee's term as director ends. All other terms of the original agreement remain unchanged unless directly modified by this amendment.
Exhibit 10.1
Rambus Inc.
4453 North First Street, Suite 100
San Jose, CA 94089
March 11, 2022
Barington Companies Equity Partners, L.P.
888 Seventh Avenue, 6th Floor
New York, NY 10019
Attn: James A. Mitarotonda
Ladies and Gentlemen:
This letter amends the letter agreement, dated March 12, 2021 (the Agreement), between (a) Rambus Inc., a Delaware corporation (Company), and (b) Barington Companies Equity Partners, L.P., a Delaware limited partnership (Barington), and each of the other related Persons (as defined below) set forth on the signature pages to the Agreement (collectively with Barington, the Barington Signatories). Company and the Barington Signatories are collectively referred to as the Parties.
It is agreed that the definition of Restricted Period in the Agreement is amended and restated as follows:
Restricted Period means the period from the date of this Agreement until 11:59 p.m., Pacific time, on the first anniversary of the date of the annual meeting of Companys stockholders at which the Barington Designees term as a director of the Company expires.
Except as expressly provided in this letter, the Agreement, as amended by this letter, remains in full force and effect. In the event of a conflict between the terms of this letter and the Agreement, this letter will control.
[Signature page follows.]
Very truly yours, | ||||
RAMBUS INC. | ||||
By: | /s/ Chuck Kissner | |||
Name: | Charles Kissner | |||
Title: | Chairman of the Board of Directors |
ACCEPTED AND AGREED | ||||
as of the date written above: | ||||
BARINGTON COMPANIES EQUITY PARTNERS, L.P. | ||||
By: | Barington Companies Investors, LLC | |||
its general partner | ||||
By: | /s/ James A. Mitarotonda | |||
Name: | James A. Mitarotonda | |||
Title: | Managing Member | |||
BARINGTON COMPANIES INVESTORS, LLC | ||||
By: | /s/ James A. Mitarotonda | |||
Name: | James A. Mitarotonda | |||
Title: | Managing Member | |||
BARINGTON CAPITAL GROUP, L.P. | ||||
By: | LNA Capital Corp., | |||
its general partner | ||||
By: | /s/ James A. Mitarotonda | |||
Name: | James A. Mitarotonda | |||
Title: | President and CEO |
[Signature Page to Letter Agreement]
LNA CAPITAL CORP. | ||||
By: | /s/ James A. Mitarotonda | |||
Name: | James A. Mitarotonda | |||
Title: | President and CEO | |||
JAMES A. MITAROTONDA | ||||
/s/ James A. Mitarotonda |
[Signature Page to Letter Agreement]