Vice President Sales of The Americas And Apac of Keynote Systems Employment Agreement

EXHIBIT 10.1 April 4, 2006Mr. Jeffrey Kraatz
777 Mariners Island Blvd.
San Mateo, CA 94404Dear Jeff: I am pleased to offer you the position of Vice President Sales of The Americas and APAC of Keynote Systems, Inc. This letter embodies the terms of your promotion. You will report to Umang Gupta, Chief Executive Officer and your base salary will be $6,250.00, paid semi-monthly. In addition, your maximum incentive compensation will be $225,000.00 per annum based on revenue and expense targets to be set each year. The next six (6) months, $18,750.00 per quarter of your commission draws against commissions earned based on plan that will be delivered to you within 30 days. In anticipation and recognition of your important future contribution to the growth of Keynote, and subject to the approval of Keynote' s Board of Directors, we would like to offer you an incentive stock option grant for 65,000 shares of common stock. You will receive incentive stock options to the extent permitted under the law, which currently allows the grant during any one year of incentive stock options with a fair market value at the date of grant of up to $100,000.00. If ...