0001437749-11-005665 Sample Contracts

PDF SOLUTIONS, INC.
Nonstatutory Stock Option Agreement • August 9th, 2011 • PDF Solutions Inc • Services-computer programming services

PDF Solutions, Inc. (the “Company”), hereby grants an Option to purchase shares of its common stock (the “Shares”) to the Optionee to whom this Agreement is delivered. The terms and conditions of the Option are set forth in the online Grant Summary, in this Agreement and in the Company’s 2001 Stock Plan (the “Plan”).

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PDF SOLUTIONS, INC.
2001 Stock Plan • August 9th, 2011 • PDF Solutions Inc • Services-computer programming services

The Plan and Other Agreements PDF Solutions, Inc., a Delaware corporation (the "Company"), hereby grants an Option as set forth in this Option Agreement (the "Agreement") to you (the person to whom this Agreement is delivered). The Company's 2001 Stock Plan (the "Plan") and the Sub-Plan to the PDF Solutions, Inc. 2001 Stock Plan France (the "Sub-Plan") are incorporated in, and made part of, this Agreement. Certain capitalized terms used in this Agreement are defined in the Plan, as amended by the Sub-Plan. This Agreement and the Plan (as amended by the Sub-Plan) constitute the entire understanding between you and the Company regarding this Option. Any prior agreements, commitments or negotiations concerning this Option are superseded. Preferential Tax Treatment This Option is intended to qualify for preferential treatment under French tax and social security laws. Number of Shares, Grant Date, Exercise Price The number of Shares subject to this Option, the Grant Date and the Exercise P

PDF SOLUTIONS, INC. RESTRICTED STOCK AGREEMENT (FRANCE QUALIFIED)
Restricted Stock Agreement • August 9th, 2011 • PDF Solutions Inc • Services-computer programming services • Delaware

PDF Solutions, Inc., a Delaware corporation (the “Company”), hereby grants a Stock Purchase Right as set forth in this Restricted Stock Agreement (the “Agreement”) to you (the person to whom this Agreement is delivered). The Company’s 2001 Stock Plan (the “Plan”) and the Sub-Plan to the PDF Solutions, Inc. 2001 Stock Plan Qualified Restricted Stock (France) (the “Restricted Stock Sub-Plan”) are incorporated in, and made part of, this Agreement. To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan and/or the Restricted Stock Sub-Plan. In the event of a conflict between the terms and provisions of the Plan or the Restricted Stock Sub-Plan and the terms and provisions of this Agreement, the Plan and Restricted Stock Sub-Plan terms and provisions shall prevail.

PDF SOLUTIONS, INC. RESTRICTED STOCK AGREEMENT
Restricted Stock Agreement • August 9th, 2011 • PDF Solutions Inc • Services-computer programming services • Delaware

PDF Solutions, Inc., a Delaware corporation (the “Company”), hereby grants a Stock Purchase Right as set forth in this Restricted Stock Agreement (the “Agreement”) to you (the person to whom this Agreement is delivered). The Company’s 2001 Stock Plan (the “Plan”) is incorporated in, and made a part of, this Agreement. To the extent any capitalized terms used in this Agreement are not defined, they shall have the meaning ascribed to them in the Plan. In the event of a conflict between the terms and provisions of the Plan and the terms and provisions of this Agreement, the Plan terms and provisions shall prevail.

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