Exhibit 10.13


EQUITY
AWARD MODIFICATION AGREEMENT


(France - Based
Executive)


This
Equity Award Modification Agreement (the “Agreement”) is entered into this ____ day of
____________, 2007 (the “Effective Date”),
between Verigy Ltd., a company organized under the laws of the Republic of
Singapore (the “Parent
Company”), and _______________ (“Executive”).


RECITALS


A.            Executive is currently
employed by Verigy (France) SAS, an indirect wholly-owned subsidiary of the
Parent Company.  As used in this
Agreement, the term “Employer”
refers to Verigy (France) SAS and any other related corporation of the Parent
Company with which Executive may in the future be directly employed.  Absent the subsequent creation of a direct
employment relationship with the Parent Company, the term “Employer” shall not
include the Parent Company.


B.            Executive
also serves as an officer of the Parent Company.  The Parent Company and the Executive
acknowledge that Executive’s sole employment relationship is between Executive
and the Employer, and no employment relationship exists between Executive and
the Parent Company.


C.            The
Parent Company, has issued certain stock options and restricted RSUs to
Executive, and may issue further equity instruments to Executive in the
future.  All such options, restricted
RSUs and any future equity-based instruments issued by the Parent Company to
Executive are referred to collectively as the “Equity Awards.”


D.            The Equity Awards have been provided
to Executive as an incentive to Executive helping ensure the success of the
Parent Company.  Neither the Equity
Awards nor this Agreement are intended to create an employment relationship
between the Parent Company.


E.             As is the case with most, if not
all, publicly traded businesses, it is expected that the Parent Company from
time to time may consider or may be presented with the need to consider the
possibility of an acquisition by another company or other change in control of
the ownership of the Parent Company.  The
Board of Directors of the Parent Company (the “Board”)
recognizes that such considerations can be a distraction to Executive and can
cause Executive to consider alternative opportunities or to be influenced by
the impact of a possible change in control of the ownership of the Parent
Company on Executive’s personal circumstances in evaluating such
possibilities.  The Board has determined
that it is in the best interests of the Parent Company and its shareholders to
ensure that the Parent Company will have the continued dedication and
objectivity of Executive, notwithstanding the possibility, threat or occurrence
of a Change of Control of the Parent Company.


F.             The
Board believes that it is in the best interests of the Parent Company and its
shareholders to provide Executive with an incentive to continue his/her
employment and to













motivate Executive to maximize the value of the Parent
Company for the benefit of its shareholders.


G.            The
Board believes that it is important to provide Executive with certain benefits
with respect to Equity Awards upon Executive’s termination of employment with
Employer in certain instances so as to provide Executive with enhanced
financial security and incentive and encouragement to remain employed by the
Employer and engaged with the Parent Company.


D.            At
the same time, the Board expects the Parent Company to receive certain benefits
in exchange for providing Executive with this measure of financial security and
incentive under the Agreement as provided herein.


The
Parent Company and Executive hereby agree as follows:


ARTICLE I


NATURE OF
RELATIONSHIP; INTENT OF AGREEMENT


1.1           The Parent Company and Executive
each agree and acknowledge that this Agreement
does not constitute a contract of employment and is to be considered separate
and independent from any employment agreement or arrangement between the
Executive and the Employer.


 


1.2          In this Agreement, the Parent
Company and Executive wish to set forth certain changes to the terms of the
Equity Awards that will become effective in the event that Executive’s
employment with the Employer terminates under the circumstances described in
Sections 2.1 or 2.2.


 


1.3          The duties and obligations of the
Parent Company to Executive under this Agreement shall be in consideration for
Executive’s compliance with the obligations described in Article IV.  The Parent Company and Executive agree that
Executive’s compliance with the obligations described Article IV is a
precondition to Executive’s entitlement to the receipt of benefits under this
Agreement and that the benefits described herein shall not be due unless all
such conditions have been satisfied through the scheduled date of payment.  The Parent Company hereby declares that it
has relied upon Executive’s commitments under this Agreement to comply with the
requirements of Article IV and would not have been induced to enter into
this Agreement or to execute this Agreement in the absence of such commitments.



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ARTICLE
II


EFFECT OF
TERMINATION


2.1          Termination
without Cause; Voluntary Termination For Good Reason.


(a)           In the event of any of the following
(each, a “Section 2.1 Termination
Event”):


(1)           that
Executive’s employment with the Employer is involuntarily terminated at any
time by the Employer without Cause; or


(2)           Executive’s
employment terminates as a result of Executive’s death or disability; or


(3)           Executive’s
employment is voluntarily terminated by Executive within three months of the
occurrence of an event constituting Good Reason and on account of an event
constituting Good Reason; and, in each case, Section 2.2 does not apply;


then, subject to Executive complying with his/her obligations described
in Article IV of this Agreement:


(i)            The vested portion of Executive’s
stock options and stock appreciation rights (the “Stock Options”) that are outstanding as of the date of the
Section 2.1 Termination Event shall be determined as follows upon the
occurrence of such event:


(1)           A period equal to 12 months shall
be added to the actual length of Executive’s service; and


(2)           If the vested portion of the Stock
Options otherwise would be determined in increments larger than one month, then
the vesting of the Stock Options shall be prorated on the basis of the full
months of service completed by Executive since the vesting commencement date of
the Stock Options.(1)


(3)           The Stock Options shall remain exercisable
until the later of (i) the fifteen month anniversary of the date of the
Termination Event or (ii) three months following the fourth anniversary of the
date of grant of each option; provided, in either case, that Executive complies
with his/her obligations under Article IV of this Agreement.






(1)             For
example, assume that Executive’s Stock Options ordinarily vest in four equal
annual installments and that a Section 2.1 Termination Event occurs after 18
months of service from the vesting commencement date.  Executive would be vested in 18/48ths of the
Stock Options for the actual period of service plus 12/48ths of the Stock
Options for the added vesting provided herein, for a total of 30/48ths vested.



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(ii)           The
vested portion of Executive’s restricted stock awards (“Restricted Stock”) that are outstanding as
of the date of the Section 2.1 Termination Event shall be determined as follows
upon the occurrence of such event:


(1)           A period equal to 12 months shall
be added to the actual length of Executive’s service; and


(2)           If the vested portion of the
Restricted Stock otherwise would be determined in increments larger than one
month, then the vesting of the Restricted Stock shall be prorated on the basis
of the full months of service completed by Executive since the vesting
commencement date of the Restricted Stock.


All shares of
Restricted Stock that have not yet been delivered to Executive or his/her
designee (whether because subject to joint escrow instructions or otherwise)
shall be promptly delivered to Executive or his/her designee upon the
occurrence of an event described in above.


(iii)          The vested portion of Executive’s stock unit awards (the “RSUs”) that are outstanding as of
the date of the Section 2.1 Termination Event shall be determined as follows
upon the occurrence of such event:


(1)           A period equal to 12 months shall be added to the actual length of
Executive’s service; and


(2)           If the vested portion of the RSUs otherwise would be determined in
increments larger than one month, then the vesting of the RSUs shall be
prorated on the basis of the full months of service completed by Executive
since the vesting commencement date of the RSUs.


(3)           The number of shares calculated in accordance with the preceding
two paragraphs as of the Termination Event shall vest, and the shares
underlying RSUs which have not yet been issued shall be promptly issued at the
later of (i) the date of the Termination Event or (ii) the second anniversary
of the date of grant of the RSU award. 
Notwithstanding the vesting acceleration, shares issued may not be sold
by Executive until two years from the date of issuance.


2.2          Involuntary Termination by
Employer upon or Following Change of Control.


 


(a)           In the event of any of the following (each, a “Section 2.2 Termination Event”):


 


(1)           Executive’s employment with
the Employer is involuntarily terminated at any time by the Employer without
Cause either (x) at the time of or within 24 months following the
occurrence of a Change of Control, (y) within three months prior to a
Change of Control, whether or not such termination is at the request of an
Acquiror, or (z) at any time prior to a Change of Control if such
termination is at the request of an Acquiror; or



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(2)           Executive voluntarily
terminates his/her employment with Employer within three months of the
occurrence of an event constituting Good Reason and on account of an event
constituting Good Reason, which event occurs either (x) at the time of or
within 24 months following the occurrence of a Change of Control, (y) within
three months prior to a Change of Control, whether or not such termination is
at the request of an Acquiror, or (z) at any time prior to a Change of
Control if such triggering event or Executive’s termination is at the request
of an Acquiror; or


 


(3)           A Change of
Control occurs within three months following a Section 2.1 Termination Event;


then:


(i)            Executive’s Stock Options that are
outstanding as of the date of the Section 2.2 Termination Event:


(1)            shall become fully vested upon the
occurrence of such Termination Event;


(2)           shall remain exercisable until the
later of (i) the fifteen month anniversary of the date of the Termination Event
or (ii) three months following the fourth anniversary of the date of grant of
each option; provided, in either case, that Executive complies with his/her
obligations under Article IV of this Agreement;


(ii)           Executive’s
Restricted Stock awards that are outstanding as of the date of the Section 2.2
Termination Event shall become fully vested and free from any contractual
rights of the Parent Company to repurchase or otherwise reacquire the
Restricted Stock as a result of Executive’s termination of employment.  All shares of Restricted Stock that have not
yet been delivered to Executive or his/her designee (whether because subject to
joint escrow instructions or otherwise) shall be promptly delivered to
Executive or his/her designee upon the occurrence of a Section 2.2 Termination
Event.


(iii)          Executive’s
RSUs that are outstanding as of the date of a Section 2.2 Termination Event shall
vest, and the shares underlying RSUs which have not yet been issued shall be
promptly issued, at the later of (i) the date of the Termination Event or (ii)
the second anniversary of the date of grant of the RSU award.  Notwithstanding the vesting acceleration,
shares issued may not be sold by Executive until two years from the date of
issuance.


(b)           For the elimination of doubt, in
the event Executive’s employment with the Employer is involuntarily terminated
by the Employer without Cause and the circumstances described in this
Section 2.2 are not applicable, then Section 2.1 and not this Section 2.2
will apply to such event.



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ARTICLE
III


TERMINATION of EMPLOYMENT FOR
CAUSE; VOLUNTARY TERMINATION BY

EXECUTIVE WITHOUT GOOD REASON


 


3.1          General Effect of Termination for Cause. 
In the event Executive’s employment with the Employer is involuntarily
terminated by Employer with Cause
at any time, whether before or after a Change of Control, then such termination
of employment will not be a
Termination Event, Executive will not be
entitled to receive any benefits under this Agreement.


3.2          Procedure for “Cause” Finding.


(a)           Prior to a Change in Control, a termination of Executive’s
employment with Employer shall only constitute a termination for Cause under
this agreement if a majority of the Board of the Parent Company then in office
determines that grounds for Cause exist. 
In the event of such determination, the Parent Company will give
Executive notice of the finding of Cause with reasonable specificity, and will
provide Executive with a reasonable opportunity to meet with the Board to
refute the finding.


(b)           If Executive elects to appear
before the Board to dispute the finding, the Board will meet with the
Executive.  Following such meeting, the
Board shall reconsider its initial finding and the decision of a majority of
the Board then in office will be required to confirm the determination that
grounds for Cause exist.


(c)           If Executive declines to
appear before the Board to dispute the finding, then the initial action by the
Board shall constitute the determination to terminate Executive for Cause.


(d)           Subsequent to a Change in
Control, the procedural requirements of Section 4.2(a) shall apply, except that
the findings of the Board must be approved by not less than 2/3rds of the
directors then in office.


(e)           For the elimination of doubt,
the parties acknowledge and agree that the termination of Executive’s
employment by Employer, including the grounds therefore and the compensation,
if any, to which Executive would be entitled from Employer in connection
therewith are subject to the employment agreement between Executive and
Employer and the application of local law. 
The parties further acknowledge and agree that the procedure for a “Cause”
finding under this Agreement is solely intended to apply to the rights and
obligations of the parties under this Agreement.



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3.3          Voluntary
Termination By Executive Absent Good Reason.  In the event Executive
voluntarily terminates his/her employment with Employer for any reason other
than on account of an event constituting Good Reason under the circumstances
described Section 2.1 or Section 2.2, then such termination of employment will not be a Termination Event, Executive will
not be entitled to receive any
benefits under this Agreement.


ARTICLE
IV


LIMITATIONS AND CONDITIONS ON
BENEFITS


 


4.1          Right to Benefits. 
If a Termination Event does not occur, Executive shall not be entitled
to receive any benefits described in this Agreement, except as otherwise
specifically set forth herein.  If a
Termination Event occurs, Executive shall be entitled to receive the benefits
described in this Agreement only if Executive complies with the restrictions
and limitations set forth in this Article IV.


4.2          Withholding Taxes. 
The Parent Company shall withhold appropriate income, employment and
other applicable taxes from any payments hereunder.


4.3          Obligations of
Executive.


(a)           For two years following a
Termination Event, Executive agrees not to personally solicit any of the
employees either of the Parent Company or of any entity in which the Parent
Company directly or indirectly possesses the ability to determine the voting of
50% or more of the voting securities of such entity (including two-party joint
ventures in which each party possesses 50% of the total voting power of the
entity) to become employed elsewhere or provide the names of such employees to
any other company that Executive has reason to believe will solicit such
employees.


(b)           Following the occurrence of a
Termination Event, Executive agrees to continue to satisfy his/her obligations
under the terms of the Parent Company’s standard form of Agreement Regarding
Confidential Information and Proprietary Development previously executed by
Executive (or any comparable agreement subsequently executed by Executive in
substitution or supplement thereto).


(c)           It is expressly understood and
agreed that although Executive and the Parent Company consider the restrictions
contained in this Section 5.4 to be reasonable, if a final judicial
determination is made by a court of competent jurisdiction that the time or
territory or any other restriction contained in this Agreement is an
unenforceable restriction against Executive, the provisions of this Agreement
shall not be rendered void but shall be deemed amended to apply as to such
maximum time or territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable.  Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to make it enforceable,
such finding shall not affect the enforceability of any of the other
restrictions contained herein.


(d)           Executive acknowledges and agrees
that the Parent Company’s remedies at law for a breach or threatened breach of
any of the provisions of Section 5.4(a), (b) or



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(c) would be
inadequate and, in recognition of this fact, Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at
law, the Parent Company, without posting any bond, shall be entitled to cease
making any payments or providing any benefit otherwise required by this
Agreement and, with respect to a breach or threatened breach of
Section 5.4(a) or (b) only, obtain equitable relief in the form of
specific performance, temporary restraining order, temporary or permanent injunction,
or any other equitable remedy that may then be available.


4.4          Release Prior to Receipt of Benefits. 
Upon the occurrence of a Termination Event, and as a condition to the
receipt of any benefits under this Agreement on account of the occurrence of
the Termination Event, Executive shall, as of the date of the Termination
Event, execute a release substantially in the form attached hereto as
Exhibit A.


ARTICLE V


OTHER RIGHTS AND BENEFITS NOT AFFECTED


Nothing in the Agreement
shall prevent or limit Executive’s continuing or future participation in any
benefit, bonus, incentive or other plans, programs, policies or practices
provided by the Parent Company and for which Executive may otherwise
qualify.  Except as otherwise expressly
provided herein, amounts that are vested benefits or that Executive is
otherwise entitled to receive under any plan, policy, practice or program of
the Parent Company at or subsequent to the date of a Termination Event shall be
payable in accordance with such plan, policy, practice or program.


ARTICLE VI


NON-ALIENATION OF BENEFITS


No benefit hereunder shall be subject to anticipation,
alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any
attempt to do so shall be void.


ARTICLE VII


DEFINITIONS


For purposes of the Agreement, the following terms shall
have the meanings set forth below:


7.1          “Acquiror” means a person or a member of a group of
related persons representing such group that in either case obtains effective
control of the Parent Company in the transaction or a group of related
transactions constituting the Change of Control.


7.2           “Cause” means (i) an unauthorized use or
disclosure by Executive of the Parent Company’s confidential information or
trade secrets, which use or disclosure causes material harm to the Parent
Company, (ii) a material breach by Executive of a material agreement
between Executive and the Parent Company, (iii) a material failure by
Executive to comply with the Parent Company’s written policies or rules
resulting in material harm to the Parent Company,



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(iv) Executive’s conviction of, or plea of “guilty”
or “no contest” to, a felony under the laws of the United States or any State
thereof or the equivalent under the applicable laws outside of the United
States, (v) Executive’s gross negligence or willful misconduct resulting
in material harm to the Parent Company, (vi) a continuing failure by
Executive to perform assigned duties after receiving written notification of
such failure or (vii) a failure by Executive to cooperate in good faith with
a governmental or internal investigation of the Parent Company or its
directors, officers or employees, if the Parent Company has requested Executive’s
cooperation.  The parties acknowledge
that the determination of “Cause” for purposes of this Agreement may be
different than the determination of the grounds of termination, and the
benefits to which Executive may be entitled, under the employment relationship,
and the law applicable thereto, between Executive and Employer.


7.3          “Change of Control” means:


(a)           The consummation of an
amalgamation of the Parent Company with or into another entity or any other
corporate reorganization, if persons who were not shareholders of the Parent
Company immediately prior to such merger, consolidation or other reorganization
own immediately after such merger, consolidation or other reorganization 50% or
more of the voting power of the outstanding securities of each of (i) the
continuing or surviving entity and (ii) any direct or indirect parent
corporation of such continuing or surviving entity;


(b)           The sale, transfer or other
disposition of all or substantially all of the Parent Company’s assets;


(c)           A change in the composition of
the Board, as a result of which fewer than 50% of the incumbent directors are
directors who either:


(i)            Had been
directors of the Parent Company on the date 24 months prior to the date of such
change in the composition of the Board (the “Original Directors”); or


(ii)           Were
appointed to the Board, or nominated for election to the Board, with the affirmative
votes of at least a majority of the aggregate of (A) the Original
Directors who were in office at the time of their appointment or nomination and
(B) the directors whose appointment or nomination was previously approved
in a manner consistent with this Paragraph (ii); or


(d)           Any transaction as a result of
which any person is the “beneficial owner” (as defined in Rule 13d-3 under
the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), directly or indirectly, of securities
of the Parent Company representing at least 30% of the total voting power
represented by the Parent Company’s then outstanding voting securities.  For purposes of this Subsection (d), the
term “person” shall have the same meaning as when used in Sections 13(d)
and 14(d) of the Exchange Act but shall exclude (i) a trustee or
other fiduciary holding securities under an employee benefit plan of the Parent
Company or of a Parent or Subsidiary and (ii) a corporation owned directly
or indirectly by the shareholders of the Parent Company in substantially the
same proportions as their ownership of Shares.



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A transaction shall not constitute a Change in Control
if its sole purpose is to change the jurisdiction of the Parent Company’s
incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held the Parent Company’s
securities immediately before such transaction.


7.4          “Disability” means that
Executive is unable to perform the duties of his/her office with the Parent Company
or any subsidiary, and is unable to perform substantially equivalent duties, by
reason of any medically determinable physical or mental impairment, and such condition has lasted or can be expected to last
for a continuous period of not less than 12 months.


7.5          “Good Reason” means: (i) a reduction of Executive’s
rate of compensation as in effect on the Effective Date of this Agreement or,
if a Change of Control has occurred, as in effect immediately prior to the
occurrence of a Change of Control, other than reductions in Base Salary that
apply broadly to employees of the Parent Company or reductions due to varying
metrics and achievement of performance goals for different periods under
variable-pay programs; (ii) either (A) failure to provide a package
of benefits that, taken as a whole, provides substantially similar benefits to
those in which Executive is entitled to participate as of the Effective Date
(except that employee contributions may be raised to the extent of any cost
increases related to such benefits where such increases in employee
contributions are broadly applicable to employees of the Parent Company) or
(B) any action by the Parent Company that would significantly and
adversely affect Executive’s participation or reduce Executive’s benefits under
any of the Parent Company’s benefit plans, other than changes that apply
broadly to employees of the Parent Company; (iii) a change in Executive’s
duties, responsibilities, authority, job title or reporting relationships
resulting in a significant diminution of position, excluding for this purpose
an isolated, insubstantial and inadvertent action not taken in bad faith that
is remedied by the Parent Company promptly after notice thereof is given by
Executive; (iv) a request that Executive relocate to a worksite that is
more than 25 miles from his/her prior worksite, unless Executive accepts such
relocation opportunity; (v) a failure or refusal of a successor to the
Parent Company to assume the Parent Company’s obligations under this Agreement,
as provided in Section 9.9 or (vi) a material breach by the Parent
Company or any successor to the Parent Company of any of the material
provisions of this Agreement.  For
purposes of clause (iii) of the immediately preceding sentence, Executive’s
duties, responsibilities, authority, job title or reporting relationships shall
not be considered to be significantly diminished (and therefore shall not
constitute “Good Reason”) so long as Executive continues to perform
substantially the same functional role for the Parent Company as Executive
performed immediately prior to the occurrence of the Change of Control, even if
the Parent Company becomes a subsidiary or division of another entity.


7.6          “Parent Company” means Verigy Ltd., a Singapore corporation,
and any successor thereto and its subsidiaries; provided, however, that with
respect to determining whether a Change in Control has occurred, the term “Parent
Company” shall mean Verigy Ltd. exclusively.


7.7          “Termination Event”
means an involuntary termination of employment described in Section 2.1
or 3.1(a) or a voluntary termination of employment described in
Section 3.2(a).  No other event
shall be a Termination Event for purposes of this Agreement.



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ARTICLE VIII


GENERAL PROVISIONS


8.1          Term
and Termination.  This Agreement shall be in effect
commencing on the Effective Date and ending on the later of (i) the date
when Executive ceases to be employed by Employer for any reason or
(ii) the date when all obligations of the parties under this Agreement
have been met.


8.2          Interpretation.  The parties acknowledge that Executive may
serve as an officer of the Parent Company as well as an officer and/or director
of one or more of the Parent Company’s subsidiaries.  It is the parties’ intention that when
determining whether a Termination Event or Change of Control has occurred, the
parties will look at the facts and circumstances affecting the highest level
entity in the Parent Company’s corporate family in which Executive plays a
role.  For example, an executive officer
of the Parent Company who also served on the Board or as an officer of one or
more of the Parent Company’s subsidiaries will not be deemed to have
experienced a change in Executive’s duties, responsibilities, authority, job
title or reporting relationships resulting in a significant diminution of
position solely as a result of the change at the subsidiary level, i.e.,
changes implemented solely at the subsidiary level but not at the higher level would
not constitute Good Cause unless the overall effect of the subsidiary-level
changes resulted in a significant diminution of overall position with the
Parent Company and its subsidiaries taken as a whole.


8.3          Notices.  Any notices provided hereunder must be in
writing, and such notices or any other written communication shall be deemed
effective upon the earlier of personal delivery (including personal delivery by
facsimile) or the third day after mailing by first-class mail, to the Parent
Company at its primary U.S. office location and to Executive at Executive’s
address as listed in the Parent Company’s payroll records.  Any payments made by the Parent Company to
Executive under the terms of this Agreement shall be delivered to Executive
either in person or at such address as listed in the Employer’s payroll
records.


8.4          Severability.  It is the intent of the parties to this
Agreement that, whenever possible, each provision of this Agreement shall be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.


8.5          Waiver.  If either party should waive any breach of
any provisions of this Agreement, that party shall not thereby be deemed to
have waived any preceding or succeeding breach of the same or any other
provision of this Agreement.


8.6          Complete
Agreement.  This Agreement,
including Exhibit A, constitutes the entire agreement between Executive
and the Parent Company and is the complete, final and exclusive embodiment of
their agreement with regard to this subject matter.  This Agreement shall be deemed to be an amendment
of any agreements between Executive and the Parent



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Company applicable to his/her Stock Options, Restricted Stock, RSUs or
other equity awards to the extent that this Agreement provides greater
rights.  This Agreement is entered into
without reliance on any promise or representation other than those expressly
contained herein.  Without limiting the
foregoing, this Agreement supersedes and replaces all prior agreements
and understandings, whether written or oral, on the matters set forth herein
that may exist between Executive and the Parent Company or its predecessor,
Agilent Technologies, Inc. or any of their respective subsidiaries.


8.7          Counterparts.  This Agreement may be executed in separate
counterparts, any one of which need not contain signatures of more than one
party, but all of which taken together will constitute one and the same
Agreement.


8.8          Headings.  The headings of the Articles and Sections
hereof are inserted for convenience only and shall neither be deemed to
constitute a part hereof nor to affect the meaning thereof.


8.9          Successors and Assigns.  This Agreement is intended to bind and inure
to the benefit of and be enforceable by Executive and the Parent Company, and
their respective successors, assigns, heirs, executors and administrators,
except that Executive may not delegate any of Executive’s duties hereunder and
may not assign any of Executive’s rights hereunder without the written consent
of the Parent Company, which consent shall not be withheld unreasonably.  Any successor to the Parent Company (whether
direct or indirect and whether by purchase, merger, consolidation, liquidation
or otherwise) to all or substantially all of the Parent Company’s business
and/or assets shall assume the Parent Company’s obligations under this
Agreement in the same manner and to the same extent as the Parent Company would
be required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, the
term “Parent Company” shall include any successor to the Parent Company’s
business and/or assets, whether or not such successor executes and delivers an
assumption agreement referred to in the preceding sentence or becomes bound by
the terms of this Agreement by operation of law or otherwise.


8.10        Amendment or Termination of this
Agreement.  This Agreement may
be changed or terminated only upon the mutual written consent of the Parent
Company and Executive.


8.11        Attorney Fees.  If either party hereto brings any action to
enforce such party’s rights hereunder, the prevailing party in any such action
shall be entitled to recover such party’s reasonable attorneys’ fees and costs
incurred in connection with such action.


8.12        Dispute
Resolution.  In the event
of any dispute(s) arising out of or in connection with this Agreement
(including but not limited to any question regarding its existence, validity or
termination) or any contract or agreement entered into in or in substantially
the terms set out in Exhibit A hereof:


(a)           Either party shall serve on
the other a written notice requesting for negotiation and the parties shall use
their best endeavors to settle such dispute(s) by negotiation.



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A party shall not proceed to mediation under
sub-Section (b) until 30 days after service by either party of a written notice
requesting negotiation.


(b)           If the parties are unable to
settle any dispute(s) by negotiation within 30 days after the written notice
requesting for negotiation has been served by either party, then either party
shall refer those dispute(s) to mediation in Singapore in accordance with the
Mediation Procedure (except clause 10) of the Singapore Mediation Centre for
the time being in force. The parties agree that mediation shall prevent them
from commencing any suit or arbitration and shall act as a stay of such
proceedings, except where arbitration has been commenced in accordance with
sub-Section (d). A party shall not proceed to arbitration under sub-Section (c)
until days after either party has initiated mediation proceedings.


(c)           If the parties are unable to
settle any dispute(s) by negotiation or mediation as provided above, the
dispute shall be referred to and finally resolved by arbitration in accordance
with the Arbitration Rules of the Singapore International Arbitration Centre (“SIAC Rules”) for the time being in force, which rules are
deemed to be incorporated by reference into this sub-Section.  In connection with any such arbitration
proceeding: (i) the tribunal shall consist of 1 arbitrator to be appointed in
accordance with the SIAC Rules; (ii) the place of arbitration shall be
Singapore; and (iii) the language of the arbitration shall be English.


(d)           Procedures under sub-Sections
(a) and (b) shall be condition precedents to arbitration under sub-Section
(d).  The term “dispute” in Section 8.12
includes any difference, disagreement, controversy and/or claim.  If any process provided in any sub-Section of
this Section 8.12 is found to be ineffective, invalid or unenforceable, the
other processes provided in the other sub-Sections shall continue to operate as
if the former process was never provided for.


BY
ENTERING INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS WAIVING
EXECUTIVE’S RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.


8.13        Choice of Law.  All questions concerning the construction,
validity and interpretation of this Agreement will be governed by the laws of
the Republic of Singapore.


8.14        Construction of Agreement.  In the event of a conflict between the text
of the Agreement and any summary, description or other information regarding
the Agreement, the text of the Agreement shall control.



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IN WITNESS WHEREOF,
the parties have executed this Agreement on the day and year written above.


	
   

  	
   

  	
   

  
	
  Verigy Ltd.,

  	
   

  	
  EXECUTIVE

  
	
  a Singapore corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature of Authorized Signatory)

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print Name & Title of Signatory)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exhibit A:
  General Release and Agreement

  	
   

  	
   

  



 



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Exhibit A


GENERAL RELEASE AND
AGREEMENT


This General Release and Agreement (the “Agreement”) is entered into this ____
day of ____________, 2___ (the “Effective
Date”), between Verigy Ltd., a company organized under the laws
of the Republic of Singapore (the “Parent Company”), and _______________ (“Executive”).


RECITALS


A.            Executive
and the Parent Company are parties to that certain Equity Award Modification
Agreement dated [February ___, 2007] (the “Modification Agreement”);


B.            Executive
was employed by Verigy (France)
SAS (the “Employer”) a direct or indirect
subsidiary of Verigy and such employment relationship has been terminated;


C.            In
connection with the termination of employment, and in accordance with the terms
of the Modification Agreement, the Parent Company has agreed to modify the
terms of certain equity award agreements between the Parent Company and
Executive subject to Executive executing and delivering the releases contained
herein;


D.            Executive
desires to receive the equity award modification under the Modification
Agreement and wishes to release the Parent Company and its related corporations
and others as provided herein;


AGREEMENT


The Parent Company and Executive hereby
agree as follows:


1.                                       Executive acknowledges that he/she
was employed by Employer.   Executive
hereby resigns from (and agrees to deliver any further documents confirming the
resignations, if any) any positions he/she may hold with the Parent Company and
with any related corporation other than the Employer (the separation from the
Employer shall be addressed in separate documentation to be entered into
between the Executive and the Employer).


2.                                       Executive agrees not to make any
public statement or statements to the press concerning the Parent Company, its related
corporations, their respective business objectives, management practices, or
other sensitive information without first receiving the Parent Company’s
written approval.  Executive further
agrees to take no action that would cause the Parent Company, its related
corporations or their respective employees or agents any embarrassment or
humiliation or otherwise cause or contribute to the Parent Company’s or any
such person’s being held in disrepute by the general public or the Parent
Company’s employees, clients, or customers. 
the Parent Company agrees to take no action that would cause Executive
any embarrassment or humiliation or otherwise cause



 A-1
 









or contribute to Executive’s being held in
disrepute by the general public or by the Parent Company’s employees, clients
or customers.


3.                                       Executive, on behalf of Executive
and his/her heirs, estate, executors, administrators, successors and assigns,
does fully release, discharge, and agree to hold harmless the Parent Company,
its related corporations and each of their respective officers, agents,
employees, attorneys, subsidiaries, related companies, predecessors, successors
and assigns from all actions, causes of action, claims, judgments, obligations,
damages, liabilities, costs, or expense of whatsoever kind and character that he
may have, including but not limited to:


a.                                       claims relating to equity-based
incentives provided by the Parent Company (or its related corporations) to
Executive at any time;


b.                                      any claims relating to employment
(or termination of employment) of Executive by the Parent Company or any of its
related corporations;


c.                                       discrimination on account of race,
sex, age, national origin, creed, disability, or other basis;


d.                                      any claims for reemployment,
salary, wages, bonuses, vacation pay, stock options, acquired rights,
appreciation from stock options, stock appreciation rights, benefits or other
compensation of any kind;


e.                                       any claims relating to, arising out
of, or connected with Executive’s employment with Agilent Technologies, Inc. or
the Parent Company or their respective subsidiaries, whether or not the same be
based upon any alleged violation of public policy; compliance (or lack thereof)
with any internal policy, procedure, practice or guideline; or any oral,
written, express, and/or implied employment contract or agreement, or the
breach of any terms thereof, including but not limited to, any implied covenant
of good faith and fair dealing; or any federal, state, county, municipal or
foreign law, statute, regulation or order, whether or not relating to labor or employment;
and


f.                                         any claims relating to, arising out
of, or connected with any other matter or event occurring prior to the
execution of this Agreement, whether or not brought before any judicial,
administrative, or other tribunal.


The foregoing notwithstanding,
Executive does not release any actions, causes of action, claims, judgments,
obligations, damages, liabilities, costs or expense of whatsoever kind and
character that he may have with respect to (i) Executive’s rights under
this Agreement or the Modification Agreement, (ii) Executive’s rights
under any employee benefit plan sponsored by Agilent or the Parent Company or
(iii) Executive’s rights to indemnification or advancement of expenses
under applicable law, the bylaws of Agilent or the Parent Company, or other
governing instruments or any agreement addressing such subject matter between
Executive and Agilent or the Parent Company; or (iv) Executive’s rights in
connection with Executive’s employment with, and the termination thereof by,



 A-2
 









Employer (any such release will be
executed directly between Executive and the Employer);


4.                                       Executive represents and warrants
that Executive has not assigned any such claim or authorized any other person
or entity to assert such claim on Executive’s behalf.  Further, Executive agrees that under this
Agreement Executive waives any claim for damages incurred at any time in the
future because of alleged continuing effects of past wrongful conduct involving
any such claims and any right to sue for injunctive relief against the alleged
continuing effects of past wrongful conduct involving such claims.


5.                                       In entering into this Agreement,
the parties have intended that this Agreement be a full and final settlement of
all matters, whether or not presently disputed, that could have arisen between
them.  Executive
understands and expressly agrees that this Agreement extends to all claims of
every nature and kind whatsoever, known or unknown, suspected or unsuspected,
past or present


6.                                       It is expressly agreed that the
claims released pursuant to this Agreement include all claims against
individual employees of the Parent Company and its related corporations,
whether or not such employees were acting within the course and scope of their
employment.


7.                                       Executive understands and agrees
that, as a condition of this Agreement, Executive shall not be entitled to any
employment (including employment as an independent contractor or otherwise)
with the Parent Company, its subsidiaries or related companies, or any
successor, and Executive hereby waives any right, or alleged right, of
employment or re-employment with such entities. 
Executive further agrees not to apply for employment with the Parent
Company or any of its related corporations in the future and not to institute
or join any action, lawsuit or proceeding against the Parent Company, its
related corporations or successors for any failure to employ Executive.  In the event Executive should secure such
employment, it is agreed that such employment is voidable without cause in the
sole discretion of the Parent Company. 
After terminating Executive’s employment, should Executive become
employed by another company that the Parent Company merges with or acquires
after the date of this Agreement, Executive may continue such employment only
if the surviving company makes offers of employment to all employees of the
acquired or merged company.


8.                                       Executive agrees that the terms,
amount and fact of settlement shall be confidential until the Parent Company
needs to make any required disclosure of any agreements between the Parent
Company and Executive.  Therefore, except
as may be necessary to enforce the rights contained herein in an appropriate
legal proceeding or as may be necessary to receive professional services from
an attorney, accountant, or other professional adviser in order for such
adviser to render professional services, Executive agrees not to disclose any
information concerning these arrangements to anyone, including, but not limited
to, past, present and future employees of the Parent Company or its related
corporations, until such time of the public filings.



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9.                                       The terms of this Agreement are
intended by the parties as a final expression of their agreement with respect
to such terms as are included in this Agreement and may not be contradicted by
evidence of any prior or contemporaneous agreement.  The parties further intend that this
Agreement constitutes the complete and exclusive statement of its terms and
that no extrinsic evidence whatsoever may be introduced in any judicial or
other proceeding, if any, involving this Agreement.  No modification of this Agreement shall be
effective unless in writing and signed by both parties hereto.


10.                                 It is further expressly agreed and
understood that Executive has not relied upon any advice from the Parent
Company, any related corporation or their respective attorneys or advisors
whatsoever as to the taxability, whether pursuant to federal, state, local or
foreign income tax statutes or regulations or otherwise, of the payments made
hereunder and that Executive will be solely liable for all tax obligations, if
any, arising from payment of the sums specified herein and shall hold the
Parent Company harmless from any tax obligations arising from said payment.


11.                                 Dispute
Resolution.  In the event
of any dispute(s) arising out of or in connection with this Agreement
(including but not limited to any question regarding its existence, validity or
termination) or any contract or agreement entered into in or in substantially
the terms set out in Exhibit A hereof:


(a)                                  Either
party shall serve on the other a written notice requesting for negotiation and
the parties shall use their best endeavors to settle such dispute(s) by
negotiation. A party shall not proceed to mediation under sub-Section (b) until
30 days after service by either party of a written notice requesting
negotiation.


(b)                                 If
the parties are unable to settle any dispute(s) by negotiation within 30 days
after the written notice requesting for negotiation has been served by either
party, then either party shall refer those dispute(s) to mediation in Singapore
in accordance with the Mediation Procedure (except clause 10) of the Singapore
Mediation Centre for the time being in force. The parties agree that mediation
shall prevent them from commencing any suit or arbitration and shall act as a
stay of such proceedings, except where arbitration has been commenced in
accordance with sub-Section (d). A party shall not proceed to arbitration under
sub-Section (c) until days after either party has initiated mediation
proceedings.


(c)                                  If
the parties are unable to settle any dispute(s) by negotiation or mediation as
provided above, the dispute shall be referred to and finally resolved by
arbitration in accordance with the Arbitration Rules of the Singapore
International Arbitration Centre (“SIAC Rules”)
for the time being in force, which rules are deemed to be incorporated by
reference into this sub-Section.  In
connection with any such arbitration proceeding: (i) the tribunal shall consist
of 1 arbitrator to be appointed in accordance with the SIAC Rules; (ii) the
place of arbitration shall be Singapore; and (iii) the language of the
arbitration shall be English.


(d)                                 Procedures
under sub-Sections (a) and (b) shall be condition precedents to arbitration under
sub-Section (d).  The term “dispute” in
Section 8.12 includes



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any difference, disagreement, controversy
and/or claim.  If any process provided in
any sub-Section of this Section 8.12 is found to be ineffective, invalid or
unenforceable, the other processes provided in the other sub-Sections shall
continue to operate as if the former process was never provided for.


BY ENTERING INTO THIS AGREEMENT, EXECUTIVE
ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO JURY TRIAL OF ANY
DISPUTE COVERED BY THIS AGREEMENT.BY ENTERING INTO THIS AGREEMENT, EXECUTIVE
ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO JURY TRIAL OF ANY
DISPUTE COVERED BY THIS AGREEMENT.


EXECUTIVE FURTHER
STATES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ATTORNEY OF
EXECUTIVE’S CHOICE, THAT EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT, THAT
EXECUTIVE HAS HAD AMPLE TIME TO REFLECT UPON AND CONSIDER ITS CONSEQUENCES,
THAT EXECUTIVE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT, THAT THE ONLY
PROMISES MADE TO EXECUTIVE TO SIGN THIS AGREEMENT ARE THOSE STATED ABOVE OR IN
THE SEVERANCE AGREEMENT, AND THAT EXECUTIVE IS SIGNING THIS AGREEMENT
VOLUNTARILY.


IN WITNESS
WHEREOF, this Agreement has been executed in duplicate originals and shall
become effective as indicated above.


	
  Verigy Ltd.,

  	
   

  	
  EXECUTIVE

  
	
  a Singapore corporation

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Signature of Authorized Signatory)

  	
   

  	
  Signature

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  (Print Name & Title of Signatory)

  	
   

  	
   

  



 



 A-5