PDF SOLUTIONS, INC.
This Indemnification Agreement (this “ Agreement ”) is made as of , by and between PDF
Solutions, Inc., a Delaware corporation (the “ Company ”), and (“ Indemnitee ”).
The Company and Indemnitee recognize the increasing difficulty in obtaining liability insurance for
directors, officers and key employees, the significant increases in the cost of such insurance and the general
reductions in the coverage of such insurance. The Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting directors, officers and key employees to expensive litigation
risks at the same time as the availability and coverage of liability insurance has been severely limited. Indemnitee
does not regard the current protection available as adequate under the present circumstances, and Indemnitee
may not be willing to continue to serve in Indemnitee’s current capacity with the Company without additional
protection. The Company desires to attract and retain the services of highly qualified individuals, such as
Indemnitee, and to indemnify its directors, officers and key employees so as to provide them with the maximum
protection permitted by law.
In consideration of the mutual promises made in this Agreement, and for other good and valuable
consideration, the receipt and sufficiency of which is hereby acknowledged, the Company and Indemnitee hereby
agree as follows:
1. Indemnification .
(a) Third-Party Proceedings . To the fullest extent permitted by applicable law, the
Company shall indemnify Indemnitee, if Indemnitee was, is or is threatened to be made, a party to or a participant
(as a witness or otherwise) in any Proceeding (other than a Proceeding by or in the right of the Company to
procure a judgment in the Company’s favor),