Contract
f
Exhibit (a)(1)(D)
PDF SOLUTIONS, INC.
2001 STOCK PLAN
2001 STOCK PLAN
This Restricted Stock Agreement (the “Agreement”) is made and entered into as of July
10, 2008 by and between you and PDF Solutions, Inc., a Delaware corporation (the “Company”), pursuant to the PDF Solutions, Inc. 2001 Stock Plan (the “Plan”). To
the extent any capitalized terms used in this Agreement are not defined, they shall have the
meaning ascribed to them in the Plan, which is attached to, and made a part of, this Agreement. 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.
In consideration of the mutual agreements herein contained and intending to be legally bound
hereby, the parties agree as follows:
1. Stock Purchase Right. Pursuant to the Plan, the Company hereby grants to you, and
you hereby accept from the Company, a Stock Purchase Right consisting of the right to acquire
the total number of “Shares Granted” as specified for this
Agreement under the tab “Grant Listing” for your account at
xxx.xxxxxxxxxxxxx.xxx, on the terms and conditions set forth herein and in the Plan.
2. Vesting of Stock Purchase Right. So long as your Service continues, the Stock
Purchase Right shall vest in accordance with the following schedule: [50%] [25%] [16.66%] [12.5%]
of the Shares subject to the Stock Purchase Right will vest on May 15, 2009 and [50%] [25%]
[16.66%] [12.5%] of the Shares subject to the
Stock Purchase Right will vest every six (6) months
thereafter. Notwithstanding the foregoing, upon a consummation of a Change in Control any unvested
portion of the Stock Purchase Right will fully vest.
3. Termination of Service. In the event of the termination of your Service for any
reason, the unvested portion of the Stock Purchase Right shall be immediately forfeited without
consideration.
4. Settlement of Stock Purchase Right. Shares shall be issued at the time and to the
extent that the Stock Purchase Right vests from time to time, provided that the Company shall have
no obligation to issue Shares pursuant to this Agreement unless and until you have satisfied any
applicable obligations pursuant to Section 5 below and such issuance otherwise complies with all
applicable laws, rules and regulations. Prior to the time the Stock Purchase Right is settled upon
vesting, you will have no rights other than those of a general creditor of the Company. The Stock
Purchase Right represents an unfunded and unsecured obligation of the Company.
5. Withholding Taxes. You agree to make arrangements satisfactory to the Company for
the satisfaction of any applicable tax or other obligations that arise in connection with the Stock
Purchase Right and any Shares issued pursuant thereto. Specifically, unless you are notified
otherwise by the Company, by accepting this Agreement, you authorize the Company’s designated
broker to, on each vesting date, sell that portion of any Shares
that are issued upon vesting necessary to obtain sufficient proceeds to satisfy any applicable
tax, withholding or other liability (note that the full amount of the proceeds will be applied to
satisfy any applicable tax, withholding or other liability, even if it may exceed the minimum
amount required to satisfy such tax, withholding or other liability). Notwithstanding the
foregoing, any sale of your Shares must be made in compliance with all applicable laws, rules and
regulations and the Company’s xxxxxxx xxxxxxx policies and no sales shall occur pursuant to this
provision or otherwise unless and until such laws, rules and regulations are satisfied. The
Company shall not be required to issue Shares pursuant to this Agreement unless and until the
obligations described herein are satisfied.
6. Tax and Legal Advice. You represent, warrant and acknowledge that the Company has
made no warranties or representations to you with respect to any applicable tax or legal
consequences of the transactions contemplated by this Agreement and you are in no manner relying on
the Company or the Company’s representatives for an assessment of such tax or legal consequences.
YOU UNDERSTAND THAT THE TAX AND OTHER LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. YOU SHOULD
CONSULT YOUR OWN TAX OR LEGAL ADVISOR REGARDING THIS AGREEMENT, THIS STOCK PURCHASE RIGHT AND
SHARES TO BE ISSUED PURSUANT TO THIS STOCK PURCHASE RIGHT. YOU UNDERSTAND THAT THE COMPANY IS NOT
PROVIDING ANY TAX OR LEGAL ADVICE, NOR IS THE COMPANY MAKING ANY RECOMMENDATION REGARDING YOUR
ACCEPTANCE OF THIS GRANT. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE
USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.
7. Non-Transferability of the Stock Purchase Right. The Stock Purchase Right shall
not be transferable other than by will or the laws of descent and distribution. The designation of
a beneficiary or entry into a will or similar arrangement does not constitute a transfer. The
terms of this Agreement shall be binding upon your executors, administrators, heirs, successors and
assigns.
8. Restriction on Transfer. Regardless of whether the transfer or issuance of the
Shares to be issued pursuant to this Stock Purchase Right have been registered under the Securities
Act or have been registered or qualified under the securities laws of any state, the Company may
impose additional restrictions upon the sale, pledge or other transfer of the Shares (including the
placement of appropriate legends on stock certificates, if any, and the issuance of stop-transfer
instructions to the Company’s transfer agent) if, in the judgment of the Company and the Company’s
counsel, such restrictions are necessary in order to achieve compliance with the provisions of the
Securities Act, the securities laws of any state, or any other law, including the laws of any other
country.
9. Representations, Warranties, Covenants, and Acknowledgments. You hereby agree
that, in the event the Company and the Company’s counsel deem it necessary or advisable in the
exercise of their discretion, the transfer or issuance of the Shares issued pursuant to this Stock
Purchase Right may be conditioned upon you making certain representations, warranties, and
acknowledgments relating to compliance with applicable securities laws.
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10. Compliance with Law. Depending on your country of residence, there may be
additional restrictions on this Stock Purchase Rights or Shares to be issued pursuant to this Stock
Purchase Right which are set forth in the attached Appendix A to this Restricted Stock Agreement.
Furthermore, you understand that the laws of the country in which you are working at the time of
grant or vesting of the Stock Purchase Right or at the subsequent sale of any Shares issued
pursuant to the Stock Purchase Right (including any rules or regulations governing securities,
foreign exchange, tax, labor or other matters), may subject you to additional procedural or
regulatory requirements that you are solely responsible for and must independently fulfill in
relation to the Stock Purchase Right or ownership or sale of Shares.
11. Voting and Other Rights. Subject to the terms of this Agreement, you shall not
have any voting rights or any other rights and privileges of a stockholder of the Company unless
and until Shares are issued upon vesting of this Stock Purchase Right.
12. Authorization to Release Necessary Personal Information. You hereby authorize and
direct your employer to collect, use and transfer in electronic or other form, any personal
information (the “Data”) regarding your employment, the nature and amount of your
compensation and the facts and conditions of your participation in the Plan (including, but not
limited to, your name, home address, telephone number, date of birth, social security number (or
any other social or national identification number), salary, nationality, job title, number of
Shares held and the details of all Awards or any other entitlement to Shares awarded, cancelled,
exercised, vested, unvested or outstanding) for the purpose of implementing, administering and
managing your participation in the Plan. You understand that the Data may be transferred to the
Company or any of its Parent, Subsidiaries or Affiliates, or to any third parties assisting in the
implementation, administration and management of the Plan, including any requisite transfer to a
broker or other third party assisting with the administration of this Stock Purchase Right under
the Plan or with whom Shares acquired pursuant to this Stock Purchase Right or cash from the sale
of such Shares may be deposited. You acknowledge that recipients of the Data may be located in
different countries, and those countries may have data privacy laws and protections different from
those in the country of your residence. Furthermore, you acknowledge and understand that the
transfer of the Data to the Company or any of its Parent, Subsidiaries or Affiliates, or to any
third parties is necessary for your participation in the Plan. You may at any time withdraw the
consents herein by contacting your local human resources representative in writing. You further
acknowledge that withdrawal of consent may affect your ability to realize benefits from this Stock
Purchase Right, and your ability to participate in the Plan.
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13. No Entitlement or Claims for Compensation.
(a) Your rights, if any, in respect of or in connection with this Stock Purchase Right or any
other Award is derived solely from the discretionary decision of the Company to permit you to
participate in the Plan and to benefit from a discretionary Award. By accepting this Stock
Purchase Right, you expressly acknowledge that there is no obligation on the part of the Company to
continue the Plan and/or grant any additional Awards to you. This Stock Purchase Right is not
intended to be compensation of a continuing or recurring nature or part of your normal or expected
compensation, and in no way represents any portion of your salary, compensation or other
remuneration for purposes of pension benefits, severance, redundancy, resignation or any other
purpose.
(b) Neither the Plan nor this Stock Purchase Right or any other Award granted under the Plan
shall be deemed to give you a right to become or remain an Employee,
Consultant or Director of the Company, a Parent, a Subsidiary or an Affiliate. The Company, its Parents, Subsidiaries and
Affiliates, reserve the right to terminate your Service at any time, with or without cause, and for
any reason, subject to applicable laws, the Company’s Articles of Incorporation and Bylaws and a
written employment agreement (if any), and you shall be deemed irrevocably to have waived any claim
to damages or specific performance for breach of contract or dismissal, compensation for loss of
office, tort or otherwise with respect to the Plan, this Stock Purchase Right or any outstanding
Award that is forfeited and/or is terminated by its terms or to any future Award.
14. Notices. Any notice required or permitted by this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by telegram or fax or forty-eight
(48) hours after being deposited in the mail, as certified or registered mail, with postage
prepaid, and addressed to the Company at its principal corporate offices and to you at the address
maintained for you in the Company’s records.
15. Entire
Agreement; Enforcement of Rights. This Agreement, including Appendix A
hereto (which is attached to and is a part of this Agreement), together with the Plan, sets forth
the entire agreement and understanding of the parties relating to the subject matter herein and
therein and merges all prior discussions between the parties. Except as contemplated under the
Plan, no modification of or amendment to this Agreement, nor any waiver of any rights under this
Agreement, shall be effective unless in writing signed by the parties to this Agreement. The
failure by either party to enforce any rights under this Agreement shall not be construed as a
waiver of any rights of such party.
16. Governing Law. This Agreement and all acts and transactions pursuant hereto and
the rights and obligations of the parties hereto shall be governed, construed and interpreted in
accordance with the laws of the State of Delaware, without giving effect to principles of conflicts
of law.
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17. Severability. If one or more provisions of this Agreement are held to be
unenforceable under applicable law, the parties agree to renegotiate such provision in good faith.
In the event that the parties cannot reach a mutually agreeable and enforceable replacement for
such provision, then (i) such provision shall be excluded
from this Agreement, (ii) the balance of this Agreement shall be interpreted as if such
provision were so excluded and (iii) the balance of this Agreement shall be enforceable in
accordance with its terms.
18. Successors
and Assigns. The rights and benefits of this Agreement shall
inure to the benefit of, and be enforceable by, the Company’s successors and assigns. The rights and
obligations of you under this Agreement may not be assigned without the prior written consent of
the Company.
19. Electronic Delivery. The Company may, in its sole discretion, decide to deliver
any documents related to this Stock Purchase Right under the Plan and participation in the Plan or
future Awards that may be granted under the Plan by electronic means or to request your consent to
participate in the Plan by electronic means. You hereby consent to receive such documents by
electronic delivery and, if requested, to agree to participate in the Plan through an on-line or
electronic system established and maintained by the Company or a third party designated by the
Company.
20. Language. If you have received this Agreement or any other document related to
the Plan translated into a language other than English and if the translated version is different
than the English version, the English version will control.
21. Acceptance of Agreement. You must expressly accept the terms and conditions of
your Stock Purchase Right as set forth in this Agreement by electronically accepting this Agreement
by December 31, 2008. If you do not accept this Agreement by December 31, 2008 in the manner
instructed by the Company or its designated broker/administrator, your Stock Purchase Right will be
forfeited.
* * * *
You acknowledge that by electronically accepting this Agreement, you agree to be bound by all terms
of this Agreement.
PLEASE PRINT AND KEEP A COPY FOR YOUR RECORDS
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PDF SOLUTIONS, INC.
2001 STOCK PLAN
2001 STOCK PLAN
APPENDIX A
This Appendix A includes additional specific terms that apply to you if you are resident in a
non-U.S. country. This Appendix A is part of the Restricted Stock Agreement and contains terms and
conditions material to participation in the Plan. Unless otherwise provided below, capitalized
terms used but not defined herein shall have the same meanings assigned to them in the Plan and the
Restricted Stock Agreement.
You understand and agree that the Company is neither responsible for any foreign exchange
fluctuations between your local currency and the U.S. Dollar that may affect the value of the
Company’s Shares nor liable for any decrease in the value of the Shares.
Japan
If you are issued or transfer Shares with a value that exceeds ¥100,000,000, you must file a report
with the Ministry of Finance through the Bank of Japan within twenty (20) days of receiving the
Shares (provided, however, that if you acquire the Shares through a financial instruments firm in
Japan, this requirement will not apply).
In addition, if you are a resident of Japan and make or receive any cross-border payment of more
than ¥30,000,000 you must file a report with the Minister of Finance via the Bank of Japan
within ten (10) days.
Korea
Exchange control laws require Korean residents who realize US $500,000 or more from the sale of
Shares or the receipt of any dividends to repatriate the proceeds to Korea within eighteen (18)
months of the sale or the receipt of the dividends, as applicable.
Singapore
This offer of a Stock Purchase Right and the underlying Shares shall be made available only to an
employee of the Company or its Affiliates, in reliance of the prospectus exemption set out
in section 173(1)(f) the Securities and Futures Act (Chapter 289) of Singapore. In addition, you
agree, by your acceptance of this offer, not to sell any Shares within six (6) months of the date
of grant.
Please note that neither this Restricted Stock Agreement nor any other document or material in
connection with this offer of a Stock Purchase Right and the Shares has been or will be lodged,
registered or reviewed by any regulatory authority in Singapore.
You should not treat the contents of this document as advice relating to legal, taxation or
investment matters and are advised to exercise caution in relation to the offer and to consult your
own professional adviser(s) concerning the contents of this Restricted Stock Agreement.
Taiwan
The Plan is not registered in Taiwan with the Securities and Futures Bureau and is not subject to
the securities laws of Taiwan.
You may acquire and remit foreign currency (including proceeds from the sale of Shares) into Taiwan
up to US $5,000,000 per year. Remittance of funds for the purchase of Shares should be made
through an authorized foreign exchange bank.
