Exhibit 10.2.8


VERIGY LTD. 2006 EQUITY
INCENTIVE PLAN


NOTICE OF SHARE UNIT
AWARD


(For Awardees located in France)


You have been granted units representing Ordinary
Shares of Verigy Ltd. (the “Company”). 
Your grant, including the number of shares subject to the award, is
summarized on the Award Summary page of your Smith Barney account.


Your award vests in accordance with the following
schedule: The first 50% of your units vest two years from the date of grant; thereafter,
an additional 6.25% of your units vest at the end of each 3 months, provided,
in each case, that you continue to be an Awardee Eligible to Vest as of such
date.  Shares issued upon vesting are
subject to resale restrictions as set forth in the accompanying Share Unit
Agreement (of which this Notice is a part).


Except as otherwise provided in the event of death or
disability, your units, to the extent vested, shall become payable four years
and one day following the date of grant.


You and the Company agree
that these units are granted under and governed by the terms and conditions of
the Verigy Ltd. 2006 Equity Incentive Plan (the “U.S. Plan”), and the Verigy Ltd. 2006 Equity Incentive
Plan for Awards Granted to Employees in France (the “French Share Units Plan”)
(together, the “Plan”), the Share Unit Agreement (of which this notice
is a part), and the Award Summary.


These
units are intended to be a grant of a French qualified RSU which qualifies for
favorable tax and social security contributions treatment in France under
Section L. 225-197-1 to L. 225-197-5 of the French Commercial Code, as amended.


You further agree that the Company shall cause
the shares issued upon payment of your units to be deposited in your Smith
Barney account and, further, that the Company may deliver electronically all
documents relating to the Plan or this award (including, without limitation,
prospectuses required by the Securities and Exchange Commission) and all other
documents that the Company is required to deliver to its security holders
(including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver
these documents by posting them on a web site maintained by the Company or by a
third party under contract with the Company. 
If the Company posts these documents on a web site, it will notify you
regarding such posting.  


	
  By clicking on the “accept”

  button on the screen titled

  “Step 3: Confirm the

  Review/Acceptance of your

  Award,” you agree to be bound

  by the Share Unit Agreement,

  this Notice and the Plan.

  	
   

  	
   

  	
   

  	
  VERIGY LTD. 

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  Keith L. Barnes 

  
	
   

  	
   

  	
   

  	
  President and Chief Executive Officer

  












VERIGY LTD.
2006 EQUITY INCENTIVE PLAN

SHARE UNIT AGREEMENT


For
Awardees located in France


 


	
  Payment for Units

  	
   

  	
  No payment is required for the units that you are
  receiving.

  
	
  Vesting

  	
   

  	
  The units vest in
  installments, as shown in the Notice of Share Unit Award, as long as you
  remain an Awardee Eligible to Vest (as defined in the Plan).

  
	
   

  	
   

  	
  Unless otherwise
  provided in a written agreement between you and the Company and except as
  otherwise provided in the Plan, no additional units vest after your Service
  has terminated for any reason.

  
	
   

  	
   

  	
  Notwithstanding any
  provision in the U.S. Plan to the contrary, in the event of your death while
  employed by the Company or its French Subsidiary, on the date of death, your
  units shall become fully vested. Your heirs may request issuance of the
  underlying shares within six months of your death.

  
	
   

  	
   

  	
  If your Service is
  terminated because of retirement or total and permanent disability, which is
  defined as disability under categories 2 or 3 under Section L. 341-4 of the
  French Social Security Code, your units are subject to certain vesting
  acceleration provisions as provided in the U.S. Plan

  
	
  Forfeiture

  	
   

  	
  If your Service
  terminates for any reason, then your units will be forfeited to the extent
  that they have not vested before the termination date and do not vest as a
  result of the termination. This means that the units will immediately be
  cancelled. You receive no payment for units that are forfeited.

  
	
   

  	
   

  	
  The Company determines
  when your Service terminates for this purpose.

  
	
  Leaves of Absence and Part-Time
  Work

  	
   

  	
  For purposes of this
  award, your Service does not terminate when you go on a military leave, a
  sick leave or another Company approved leave of absence, and if continued
  crediting of Service is required by applicable law, the Company’s leave of
  absence policy or the terms of your leave. But your Service terminates when
  the approved leave ends, unless you immediately return to active work.

  



 











 


	
  

  	
   

  	
  Your status as an Awardee Eligible to Vest will
  cease upon termination of employment with the Company or a Subsidiary or
  Affiliate except as provided in Article 8 of the Plan.

  
	
   

  	
   

  	
  If you commence working
  on a part-time basis, then the vesting schedule specified in the Notice of
  Share Unit Award may be adjusted in accordance with the Company’s part-time
  work policy or the terms of an agreement between you and the Company
  pertaining to your part-time schedule.

  
	
  Nature of Units

  	
   

  	
  Your units are mere
  bookkeeping entries. They represent only the Company’s unfunded and unsecured
  promise to issue Ordinary Shares on a future date. As a holder of units, you
  have no rights other than the rights of a general creditor of the Company.

  
	
  No Voting Rights or Dividends

  	
   

  	
  Your units carry
  neither voting rights nor rights to cash dividends. You have no rights as a
  shareholder of the Company unless and until your units are settled by issuing
  Ordinary Shares of the Company’s stock.

  
	
  Units Nontransferable

  	
   

  	
  You may not sell,
  transfer, assign, pledge or otherwise dispose of any units. For instance, you
  may not use your units as security for a loan.

  
	
  Settlement of Units

  	
   

  	
  Each of your units will
  be settled when it vests, unless you and the Company have agreed to a later
  settlement date.

  
	
   

  	
   

  	
  At the time of
  settlement, you will receive one share of the Company’s Ordinary Shares for
  each vested unit. You agree that the Company shall cause the shares to be
  deposited in your Smith Barney Account.

  
	
  Withholding Taxes

  	
   

  	
  Regardless
  of any action the Company or your
  actual employer takes with respect to any or all income tax (including
  federal, state and local taxes), social insurance, payroll tax, payment on
  account or other tax-related withholding (“Tax Related Items”), you
  acknowledge that the ultimate liability for all Tax Related Items legally due
  by you is and remains your

  



 











 


	
  

  	
   

  	
  responsibility and that the Company and/or your
  actual employer (i) make no representations or undertakings regarding
  the treatment of any Tax Related Items in connection with any aspect of the
  units, including the grant of the units, the vesting of units, the conversion
  of the units into shares or the receipt of an equivalent cash payment, the
  subsequent sale of any shares acquired at vesting and the receipt of any
  dividends; and (ii) do not commit to structure the terms of the grant or
  any aspect of the units to reduce or eliminate your liability for Tax Related
  Items. 

  
	
   

  	
   

  	
  Prior to the issuance
  of shares upon vesting of the units or the receipt of an equivalent cash
  payment, you shall pay, or make adequate arrangements
  satisfactory to the Company or to your actual employer (in their sole
  discretion) to satisfy all withholding and payment on account obligations of
  the Company and/or your actual employer. In this regard, you authorize the Company or
  your actual employer to withhold all applicable Tax Related Items legally
  payable by you
  from your
  wages or other cash compensation payable to you by the Company or your
  actual employer or from any equivalent cash payment received upon vesting of
  the units. Alternatively, or in addition, if permissible under local law, the
  Company or your actual employer may, in their sole discretion, (i) sell or
  arrange for the sale of shares to be issued on the vesting of the units
  to satisfy the withholding or payment on account obligation, and/or (ii)
  withhold in shares, provided that the Company and your actual employer shall
  withhold only the amount of shares necessary to satisfy the minimum
  withholding amount. You acknowledge and agree that should the amount of
  withholding for Tax-Related Items be in excess of the actual tax due, the
  Company and/or the Employer will refund the excess amount to you as soon as
  administratively practicable and without any interest. You shall pay to the Company
  or to your actual employer any amount of Tax Related Items that the Company
  or your actual employer may be required to withhold as a result of your
  receipt of units, the vesting of units, the receipt of an equivalent cash
  payment, or the conversion of vested units to shares that cannot be satisfied
  by the means previously described. The Company may refuse to deliver shares
  to you
  if you
  fail to comply with your
  obligation in connection with the Tax Related Items as described herein.

  



 











 


	
  Restrictions on Resale

  	
   

  	
  You may not sell or transfer the shares issued
  pursuant to the share units prior to the second anniversary of each vesting
  date or such other period as is required to comply with the minimum mandatory
  holding period applicable to shares underlying French-qualified awards under
  Section L. 225-197-1 of the French Commercial Code, as amended.
  Notwithstanding the above, your heirs, in case of your death, or you in case
  of your Disability (as defined under the French Share Unit Plan), are not
  subject to this restriction on the sale of shares. 

  
	
   

  	
   

  	
  In addition, the
  underlying shares cannot be sold during certain “Closed Periods” as provided
  for by Section L. 225-197-1 of the French Commercial Code, as amended, so
  long as those Closed Periods are applicable to shares underlying French-qualified
  awards, as interpreted by the French administrative guideline, to the extent
  applicable. 

  
	
   

  	
   

  	
  You agree not to sell
  any shares at a time when applicable laws or Company policies prohibit a
  sale. This restriction will apply as long as your Service continues and for
  such period of time after the termination of your Service as the Company may
  specify.

  
	
  No Retention Rights

  	
   

  	
  Your award or this
  Agreement does not give you the right to be retained by the Company or a
  subsidiary of the Company in any capacity. The Company and its subsidiaries
  reserve the right to terminate your Service at any time, with or without
  cause.

  
	
  Adjustments

  	
   

  	
  In the event of a stock
  split, a stock dividend or a similar change in Company stock, the number of
  your units will be adjusted accordingly, as the Company may determine
  pursuant to the Plan. Any adjustment may cause the share units to be
  disqualified and no longer benefit from the favorable tax and social security
  treatment in France.

  



 











 


	
  Nature of the Grant

  	
   

  	
  In accepting the award, you acknowledge that: 

  (a) the Plan is
  established voluntarily by the Company, it is discretionary in nature and may
  be modified, amended, suspended or terminated by the Company at any time, as
  provided in the Plan; 

  (b) the award of units
  is voluntary and occasional and does not create any contractual or other
  right to receive future awards of units, or benefits in lieu of units even if
  units have been awarded repeatedly in the past; 

  (c) all decisions with
  respect to future awards, if any, will be at the sole discretion of the
  Company;

  (d) your participation
  in the Plan is voluntary; 

  (e) the units are an
  extraordinary item that does not constitute compensation of any kind for
  services of any kind rendered to the Company or to your actual employer, and
  units are outside the scope of your employment contract, if any; 

  (f) the units are not
  part of normal or expected compensation or salary for any purposes,
  including, but not limited to, calculation of any severance, resignation,
  termination, redundancy, end of service payments, bonuses, long-service
  awards, pension or retirement benefits or similar payments; 

  (g) neither the units
  nor any provision of this Agreement, the Plan or the policies adopted
  pursuant to the Plan confer upon you any right with respect to employment or
  continuation of current employment, and in the event that you are not an
  employee of the Company or any subsidiary of the Company, the units shall not
  be interpreted to form an employment contract or relationship with the
  Company or any subsidiary of the Company; 

  (h) the future value of
  the underlying shares is unknown and cannot be predicted with certainty; 

  (i) if you receive
  shares, the value of such shares acquired on vesting of units may increase or
  decrease in value; 

  (j) no claim or
  entitlement to compensation or damages arises from termination of units, and
  no claim or entitlement to compensation or damages shall arise from any
  diminution in value of the units or shares received upon vesting of units
  resulting from termination of your Service by the Company or your actual
  employer (for any reason whatsoever and whether or not in breach of local
  labor laws) and you

  



 











 


	
  

  	
   

  	
  irrevocably release the Company and your actual
  employer from any such claim that may arise; if, notwithstanding the
  foregoing, any such claim is found by a court of competent jurisdiction to
  have arisen, then, by signing this agreement, you shall be deemed irrevocably
  to have waived your entitlement to pursue such claim; and (k)in the event of
  involuntary termination of your Service (whether or not in breach of local
  labor laws), your right to receive units and vest under the Plan, if any,
  will terminate effective as of the date that you are no longer actively
  employed and will not be extended by any notice period mandated under local
  law (e.g., active employment would not include a period of “garden leave” or
  similar period pursuant to local law); furthermore, in the event of
  involuntary termination of Service (whether or not in breach of local labor
  laws), your right to receive shares pursuant to the units after termination
  of Service, if any, will be measured by the date of termination of your
  active Service and will not be extended by any notice period mandated under
  local law.

  
	
  Data Privacy Notice and Consent

  	
   

  	
  You hereby explicitly and unambiguously consent to
  the collection, use and transfer, in electronic or other form, of your
  personal data as described in this Agreement by and among, as applicable, your
  employer, the Company, its subsidiaries and its affiliates for the exclusive
  purpose of implementing, administering and managing your
  participation in the Plan. 

  You understand that the Company and your
  employer may hold certain personal information about you,
  including, but not limited to, your name, home address and telephone number, date of
  birth, social insurance number or other identification number, salary,
  nationality, job title, any shares of stock or directorships held in the
  Company, details of all units or any other entitlement to shares awarded,
  canceled, vested, unvested or outstanding in your
  favor, for the purpose of implementing, administering and managing the Plan
  (“Data”). You understand that Data may be transferred to any
  third parties assisting in the implementation, administration and management
  of the Plan, that these recipients may be 

  



 











 


	
  

  	
   

  	
  located in your
  country, or elsewhere, and that the recipient’s country may have different
  data privacy laws and protections than your country. You understand that you
  may request a list with the names and addresses of any potential recipients
  of the Data by contacting your local human resources representative. You
  authorize the recipients to receive, possess, use, retain and transfer the
  Data, in electronic or other form, for the purposes of implementing,
  administering and managing your participation in the Plan, including any
  requisite transfer of such Data as may be required to a broker, escrow agent
  or other third party with whom the shares received upon vesting of the units
  may be deposited. You understand that Data will be held only as long
  as is necessary to implement, administer and manage your
  participation in the Plan. You understand that you
  may, upon request, view Data, request additional information about the
  storage and processing of Data, correct Data or refuse or withdraw the
  consents herein, in any case without cost, by contacting in writing your
  local human resources representative. You understand that refusal or withdrawal of consent
  may affect your ability to participate in the Plan. For more
  information on the consequences of your refusal to consent or withdrawal of consent, You
  understand that You may contact your local human resources representative

  
	
  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.

  
	
  Applicable Law

  	
   

  	
  This Agreement shall be
  governed by, and construed in accordance with, the laws of the Republic of
  Singapore (except its choice-of-law provisions).

  
	
  The Plan and Other Agreements

  	
   

  	
  The text of the Plan is
  incorporated in this Agreement by reference.

  



 











 


	
  

  	
   

  	
  This Agreement, together with the Award Summary and
  the Plan, constitute the entire understanding between you and the Company
  regarding this award. Any prior agreements, commitments or negotiations
  concerning this award are superseded. This Agreement may be amended only by
  another written agreement between the parties.

  
	
   

  	
   

  	
  If one or more of the
  provisions of this Agreement shall be held invalid, illegal or unenforceable
  in any respect, the validity, legality and enforceability of the remaining
  provisions shall not in any way be affected or impaired thereby and the
  invalid, illegal or unenforceable provisions shall be deemed null and void;
  however, to the extent permissible by law, any provisions which could be
  deemed null and void shall first be construed, interpreted or revised
  retroactively to permit this Agreement to be construed so as to foster the
  intent of this Agreement and the Plan.

  



 


By clicking on the “accept”
button on the screen titled “Step 3: Confirm the Review/Acceptance of your
Award,” you agree to be bound by this Share Unit Agreement, the Notice and the
Plan.