PDF Solutions, Inc.333 West San Carlos Street, Suite 700, San Jose, CA 95110 USATelephone: 408 ###-###-####, Fax: 408 280 7915www.pdf.com October 13, 2009

1.

Compensation.  Your current base salary is Two Hundred Ten Thousand U.S. Dollars ($210,000) per annum. Salary is paid in accordance with the Company's standard payroll policies (subject to applicable withholding taxes as required by law).

2.

Start Date. Your Start Date with the Company is considered to be December 29, 1992 (i.e. reflecting the date of the Company’s incorporation, however, your adjusted seniority date is considered to be January 1, 1991 when the business of the current company began).

3.

General Duties.  During the term of your employment, you agree that (i) at all times and to the best of your ability you will loyally and conscientiously perform all of the duties and obligations required of you by the Company and to successfully perform in your position; (ii) you will not render commercial or professional services of any nature to any person or organization, whether or not for compensation, without the prior written consent of the Company, and that you will not directly or indirectly engage in or participate in any business that is competitive in any manner with the business of the Company; and, (iii) you will comply with all policies of the Company as in effect from time to time.

4.

Bonus. In addition to your salary, you may receive an incentive bonus from time-to-time as determined by the Compensation Committee of the Board of Directors.

5.

Benefits.  The Company makes available to you the regular health insurance program and other benefits as established by the Company for its employees from time to time.