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Keith Jones
1119 Odyssey Court
San Jose, CA 95118
On behalf of
PDF Solutions, Inc., (“PDF” or the Company”), I
am pleased to extend to you this offer of a new position. Your new
position will be Vice President of Finance and Chief Financial
Officer, effective January 1, 2006, reporting to me. You will
be based in PDF’s San Jose office at 333 West San Carlos
Street, Suite 700, San Jose, CA 95110. This offer of a new
position with PDF is conditioned upon your acceptance, in writing,
of the terms and conditions as enumerated below.
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1.
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Compensation . Commencing on January 1, 2006
(the “Commencement Date”), you shall be paid a base
salary of $200,000.00 per annum, paid to you semi-monthly at a rate
of $8,333.33 per payroll period. Your salary shall be paid in
accordance with the Company’s standard payroll policies
(subject to applicable withholding taxes as required by
law).
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2.
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Stock Options
. Upon your acceptance
of this offer, the Company’s Board of Directors will be
presented with a unanimous written consent to immediately grant you
an option to purchase 125,000 shares (the “Total Option
Shares”) of the Company’s Common Stock with an exercise
price equal to the fair market value of the Common Stock on the
date of grant. Twenty-five thousand (25,000) shares will vest upon
your acceptance of this offer or the date of grant, whichever is
later. The remaining one hundred thousand (100,000) shares (the
“Remaining Option Shares”) shall vest over a four year
period commencing upon the date of grant, according to the
following vesting schedule: 1/48 of the Total Remaining Option
Shares shall become exercisable on a monthly basis. Vesting of the
options shall be contingent upon your continued employment with the
Company. The options will be incentive stock options (ISO) to
the maximum extent permitted by the tax code and will be subject to
the terms of the Company’s 2001 Stock Plan and execution of
an applicable Stock Option Agreement to be entered into between you
and the Company.
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