Exhibit 10.24



 








September 24, 2003




Andre Hawit




Dear Andre,




     On behalf of PDF
Solutions, Inc. (“PDF” or the “Company”), I
am very pleased to extend to you this offer of employment. Your
position will be that of Vice President reporting directly to
John Kibarian. Reporting into you will be the dataPOWER, product
family engineering team, initially including such products’
support, integration and applications teams. This offer of
employment with PDF is conditioned upon your acceptance, in
writing, of the terms and conditions as enumerated below.




		
	1.	
    Compensation.
    Commencing on your Start Date (as defined below), you shall be
    paid a base salary of $165,000.00 per annum, paid to you
    semi-monthly at a rate of $6,875.00 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).
    
	 
	2.	
    Start Date. Subject
    to fulfillment of any conditions imposed by this letter
    agreement, you will commence your new position with the Company
    on the date of the closing (the “Closing”) of the Step
    One Merger as described in the Amended and Restated Agreement
    and Plan of Reorganization (the “Merger Agreement”),
    by and among PDF Solutions, Inc., IDS Acquisition Corp., IDS
    Software Systems, Inc. (“IDS”), and PDF Solutions
    LLC. The date you actually start working at the Company is
    referred to as your “Start Date”.
    
	 
	3.	
    General Duties.
    During the term of your employment, you agree that 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 in your job and by the Company. You further
    agree that you will not render significant 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, which consent shall not be
    unreasonably withheld, conditioned or delayed. You also agree to
    comply with any and all written policies of the Company as in
    effect from time to time. Nothing in this letter agreement will
    prevent you from accepting speaking or presentation engagements
    in exchange for honoraria or from serving on boards (or similar
    governing bodies) of entities or advising such entities that are
    not competitive with the business of the Company (as
    








 




		
		
    defined in your Non-Competition Agreement) or
    from owning securities of a company or other business entity as
    a passive investor or lender.
    
	 
	4.	
    Proof of Right to
    Work. In compliance with federal
    immigration laws, you will be required to provide to the Company
    documentary evidence of your identity and eligibility for
    employment in the United States. Such documentation must be
    provided within three (3) business days of the Start Date.
    Your failure to meet this condition could result in termination
    of your employment with the Company.
    
	 
	5.	
    Bonus. You shall be
    eligible to participate in Company sponsored incentive bonus
    plans that may (from time to time and at the sole discretion and
    option of the Company) be made available to PDF employees on a
    company wide basis. The structure of such plans and the amount
    of any bonus awarded under such plans shall be in alignment with
    the objectives of the official Company annual business plan for
    any year in question. Your bonus target is 35% of your annual
    base salary. Any bonus awarded under such incentive plans during
    your first year of employment with the Company shall be prorated
    based on the number of days you are employed by the Company
    during the year in which you are hired. The bonus, if any, will
    be paid after the Company’s books for that year have been
    closed and will be earned by you only if you are employed by the
    Company at the time of payment. The Company’s
    determinations with respect to your bonus will be made in good
    faith and will be final and binding.
    
	 
	6.	
    Benefits. Effective
    on your Start Date, the Company will make available to you the
    regular health insurance program and other benefits as
    established by the Company for its employees from time to time
    and, to the extent permitted by such programs and benefits
    plans, you will receive credit for your length of service with
    IDS for all such benefits, excluding the sabbatical policy. A
    summary of those benefits, including Paid Time Off and
    Sabbatical is attached. You will also be entitled to participate
    in the Company’s Employee Stock Purchase Plan.
    
	 
	7.	
    Observer Rights. You
    will be entitled to attend all meetings of the Board of
    Directors of the Company and you shall be given the right to
    have access to all information granted to any Director of the
    Company; provided, however, that the Company reserves the
    right to withhold any information from you and/or to exclude you
    from any portion of a Board Meeting if the Board of Directors,
    in its sole discretion, believes that such exclusion is
    necessary or appropriate in the exercise of its duties and
    obligations to the Company and its stockholders. You shall not
    (a) be permitted to vote at any meeting of the Board, or
    (b) be counted for purposes of determining whether there is
    sufficient quorum for the Board to conduct its business. All
    such Board observation rights shall terminate immediately at
    such time as you cease to be an officer of the Company.
    
	 
	8.	
    Confidential Information and Invention
    Assignment Agreement. Your acceptance
    of this offer and commencement of employment with the Company is
    contingent upon your execution of the Company’s
    Confidential Information and Invention Assignment Agreement (the
    “Confidentiality Agreement”), a copy of which is
    enclosed for your
    




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    review. An executed copy of the Confidentiality
    Agreement must be delivered to the PDF Human Resources
    Department on or before your Start Date. The Confidentiality
    Agreement relates to confidential information received in
    regards to the Company’s business, technology, and
    intellectual property, as well as information about the
    Company’s customers. The Confidentiality Agreement also
    addresses the Company’s ownership of intellectual property
    generated during your employment at the Company. You are
    required, to the best of your ability, to hold such information
    as confidential even after an event terminating your employment
    with the Company. By signing this letter, you confirm to the
    Company that you have no contractual commitments or other legal
    obligations that would prohibit you from performing your duties
    for the Company.
    




     
We are all delighted to be able to extend you this
offer and look forward to working with you. To indicate your
acceptance of this offer, please sign and date this letter in
the space provided below and return it to Becky Baybrook, Vice
President Human Resources, along with a signed and dated copy of
the Confidentiality Agreement.




		
	 	
    Very truly yours,
    
	 
	 	
    PDF SOLUTIONS, INC.
    





			
	 	By 	
	 	 	

	 	 	Becky Baybrook
	 	 	Vice President, Human Resources




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ACKNOWLEDGEMENTS & ACCEPTANCE



I accept this employment offer with the
understanding that it is not a contract for a fixed term or
specified period of time. I understand that my employment is
voluntary (“At Will”) and can be terminated either by
me or by the Company at any time, with or without notice and
with or without cause. The “At Will” nature of my
employment may only be changed in an express written agreement
signed by me and the Chief Executive Officer of the Company. The
provisions of this offer letter supersede all prior
representations, understandings or agreements, whether written,
implied or oral between me and the Company, except as set forth
in the Merger Agreement and the transactions contemplated
thereby.




THE FOREGOING TERMS AND CONDITIONS



ARE HEREBY AGREED TO AND ACCEPTED:




	 	 	 	 
	 
	
    
    Signed:
    

    	 	

Andre Hawit
    	 	 
	 
	
    
    Date:
    

    	 	
    9-23-2003