Exhibit
10.2.13


VERIGY LTD. 2006 EQUITY INCENTIVE
PLAN


NOTICE OF SHARE OPTION AWARD


(FOUR
TRANCHE - FRENCH OPTIONEE)


On
<Date> (the “Award Date”) you were awarded an option to purchase Verigy
Ltd. (the “Company”) ordinary shares. 
The Option shall be divided into four tranches, each representing 1/4 of
the total shares covered by the Option. 
Each tranche will be summarized on the Award Summary page of your Smith
Barney account.  Each summary (including
the number of shares and exercise price of each tranche) will be posted to your
Smith Barney account shortly after the exercise price is determined as follows:


	
  Exercise Prices(1)

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise Price Per Share, 1st Tranche:

  	
   

  	
  The last sale price of Verigy ordinary
  shares on <Date>;

  
	
   

  	
   

  	
   

  
	
  Exercise Price Per Share, 2nd Tranche:

  	
   

  	
  Closing price of Verigy ordinary shares on the 11th
  business day following Verigy’s announcement of financial results for the
  fiscal quarter ending <Date>(2);

  
	
   

  	
   

  	
   

  
	
  Exercise Price Per Share, 3rd Tranche:

  	
   

  	
  Closing price of Verigy ordinary shares on the 11th
  business day following Verigy’s announcement of financial results for the
  fiscal quarter ending <Date>;(2)  and

  
	
   

  	
   

  	
   

  
	
  Exercise Price Per Share, 4th Tranche:

  	
   

  	
  Closing price of Verigy ordinary shares on the 11th
  business day following Verigy’s announcement of financial results for the
  fiscal quarter ending <Date>(2).

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1st Tranche
  (1/4shares):

  	
   

  	
  The first tranche of shares subject
  to this option vests and becomes exercisable in 16 equal quarterly
  installments,(1) with the first installment vesting on <Date>, provided
  that you continue to be an Awardee Eligible to Vest as of the applicable
  vesting date.

  
	
   

  	
   

  	
   

  
	
  2nd Tranche
  (1/4shares):

  	
   

  	
  The second tranche of shares
  subject to this option vests and becomes exercisable in 15 equal
  quarterly installments,(3) with the first installment vesting on
  <Date>, provided that you continue to be an Awardee Eligible to Vest as
  of the applicable vesting date.

  
	
   

  	
   

  	
   

  
	
  3rd Tranche
  (1/4shares):

  	
   

  	
  The third tranche of shares subject
  to this option vests and becomes exercisable in 14 equal quarterly
  installments,(3) with the first installment vesting on <Date>, provided
  that you continue to be an Awardee Eligible to Vest as of the applicable
  vesting date.

  
	
   

  	
   

  	
   

  
	
  4th Tranche
  (1/4shares):

  	
   

  	
  The fourth tranche of shares
  subject to this option vests and becomes exercisable in 13 equal
  quarterly installments,(3) with the first installment vesting on
  <Date>, provided that you continue to be an Awardee Eligible to Vest as
  of the applicable vesting date.

  












Exercisability
of Option                                                                                                           Except
as otherwise provided in the event of death or disability, each tranche of this
option shall first become exercisable on that date that is four years and one
day following the date on which the exercise price of such tranche became
fixed.


You
and the Company agree that this option is granted under and governed by the
terms and conditions of the Verigy Ltd. 2006 Equity Incentive Plan and the
Verigy Ltd. 2006 Equity Incentive Plan for Options Granted to Employees in
France (the “French Option Plan”) (together, the “Plan”) and the Stock Option
Agreement, both of which are made a part of this document.


You further agree that the Company
shall cause the shares issued upon exercise of this option to be deposited in
your Smith Barney Account and,
further, that the Company may deliver electronically all documents relating to
the Plan or this option (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 STOCK OPTION AGREEMENT, THIS NOTICE AND THE PLAN.

  	
   

  	
  VERIGY LTD.

   

  
	
   

  	
   

  	
  BY:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  KEITH L. BARNES

  
	
   

  	
   

  	
   

  	
  PRESIDENT AND 

  
	
   

  	
   

  	
   

  	
  CHIEF EXECUTIVE OFFICER

  



 






(1) Except as set forth
in the accompanying Option Agreement, the exercise prices for the 2nd through
4th tranches shall be equal to the closing price of Verigy ordinary shares on
the pricing dates indicated above.  Such
prices shall be set automatically and without any further action on the part of
the Company or the optionee.


(2) If such pricing date
falls during a Closed Period (as defined by Section L. 255-177 of the French
Commercial Code), then the pricing shall take place on the next trading day
following expiration of the Closed Period.


(3)No fractional shares
shall be issuable.  The number of shares
exercisable at each vesting event other than the last shall be rounded down to
the nearest whole share and the last vesting event shall cover all shares not
previously vested.











VERIGY LTD.
2006 EQUITY INCENTIVE PLAN

SHARE OPTION AGREEMENT


 


(Four
Tranche – French Optionee) 


	
  Tax Treatment

  	
   

  	
  This option is intended to be a nonstatutory stock
  option, as provided in the Notice of Share Option Grant.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  This option expires in any event at the close of
  business at Company headquarters on the day before the date that is 7 years
  after the Date of Grant, as shown in the Notice of Share Option Grant. (It
  may expire earlier if your Service terminates, as described below.)

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option becomes exercisable during the Option
  term, as shown in the Notice of Share Option Grant, as long as you remain an
  Awardee Eligible to Vest (as defined in the U.S. Plan).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This option will in no event become exercisable for
  additional shares after your Service has terminated for any reason, except as
  otherwise provided in the Plan and this Share Option Agreement.

  
	
   

  	
   

  	
   

  
	
  Regular Termination

  	
   

  	
  If your Service terminates for any reason except
  death, disability (as defined below), or retirement due to age, in accordance
  with the Company's or a Subsidiary's or Affiliate's retirement policy, then
  this option will expire at the close of business at Company headquarters on
  the date three months after your termination date, or, if earlier, the
  expiration of the term of this option. The Company determines when your
  Service terminates for this purpose.

  
	
   

  	
   

  	
   

  
	
  Death

  	
   

  	
  If you die before your Service terminates, this
  option will become immediately vested and exercisable in full and will expire
  at the close of business at Company headquarters on the date 6 months after
  the date of death.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the event of your death after cessation of
  employment but prior to the termination of the option, your heirs may
  exercise the vested options for 6 months following your death. In these
  circumstances, all unvested options will lapse upon your death.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All vested options that are not exercised within 6
  months of your death will be forfeited. The 6-month exercise period will
  apply without regard to the term of the option.

  
	
   

  	
   

  	
   

  
	
  Disability

  	
   

  	
  If your Service terminates because of your
  disability which is defined as disability under categories 2 or 3 under
  Section L. 341-4 of the French Social Security Code, then this option will
  become immediately vested and exercisable in full and expire at the close of
  business at Company headquarters on the date 12 months after your termination
  date, or, if earlier, the expiration of the term of this option.

  
	
   

  	
   

  	
   

  
	
  Retirement

  	
   

  	
  If your Service terminates because of retirement due
  to age, the options will continue to vest for 12 months following the date of
  termination, the option shall terminate as to the shares that do not vest in
  such 12-month period and the option shall be exercisable as to the vested
  shares for one year after the date you cease to be an Awardee Eligible to Vest or, if earlier, the expiration of the term of
  the option.

  



 











 


	
  Special Provisions for Accelerated Pricing of Unpriced Tranches

  	
   

  	
  Notwithstanding the establishment
  of pricing dates for the 2nd, 3rd and 4th tranches of
  the award as set forth in the Notice of Stock Option Award, the exercise
  price of any previusly unpriced tranche shall be established in accordance
  with the following in the following circumstances:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Change of Control. In the event that prior to any pricing date the
  Company or any third party publicly announces any transaction or event which, as announced or if consummated, would
  constitute a Change of Control (as defind in the Plan) of the Company, the
  per-share exercise price for each tranche of this option not already priced
  as of the date of such announcement shall become fixed at an amount equal to
  the closing price of Verigy ordinary shares on the 11th trading day
  immediately preceding such announcement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Termination of Employment. In
  the event that prior to any pricing date your Service (as defined in the
  Plan) with the Company and its affiliates shall terminate for any reason,
  then the per-share exercise price for each tranche of this option not already
  priced as of the date of such termination of Service shall become fixed at an
  amount equal to the closing price of Verigy ordinary shares on the last
  trading day immediately preceding your last day of Service.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No Affect On Vesting or Exercisability. The
  Vesting provisions applicable to any tranche shall not be affected by a
  change in the timing of establishing the exercise price in accordance with
  the preceding paragraphs.

  
	
   

  	
   

  	
   

  
	
  Leaves of Absence and Part-Time Work

  	
   

  	
  For purposes of this option, 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 the terms of the leave or by applicable law. But your Service terminates
  when the approved leave ends, unless you immediately return to active work.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your status as an Awardee
  Eligible to Vest (as defined in the U.S. Plan) will always cease upon
  termination of employment with the Company or a Subsidiary or Affiliate
  except as provided in Article 5 of the U.S. Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you commence working on a part-time basis, then
  the vesting schedule specified in the Notice of Share Option Grant 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.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Exercise

  	
   

  	
  The Company will not permit you to exercise this
  option if the issuance of shares at that time would violate any law or
  regulation.

  
	
   

  	
   

  	
   

  
	
  Notice of Exercise

  	
   

  	
  You may exercise this option from time to time for
  any number of shares for which the option is then exercisable, by notice in
  writing, electronically or by other means to, and as prescribed by, the
  Company's equity incentive administration service provider (the “administration
  service provider”). Your exercise notice will be effective and irrevocable at
  such time as your notice, method of payment and such other documentation as
  the administration service provider may require have been received by the
  administration service provider. You hereby direct the Company to deposit any
  shares issued upon exercise of the option in your Smith Barney account.

  



 











 


	
  

  	
   

  	
  If someone else wants to exercise this option after
  your death, that person must prove to the Company's satisfaction that he or
  she is entitled to do so.

  
	
   

  	
   

  	
   

  
	
  Form of Payment

  	
   

  	
  When you exercise this option, you must provide for
  payment of the option exercise price for the shares that you are purchasing.
  Notwithstanding any provision in the U.S. Plan to the contrary, upon exercise
  of an option, the full exercise price will be paid either in cash, by check
  or by credit transfer. Under a cashless exercise program, you may give
  irrevocable instructions to the administration service provider to properly
  deliver the option price to the Company.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes and Stock Withholding

  	
   

  	
  Regardless of any action the Company or your employer (the
  “Employer”) takes with respect to any or all income tax, 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 the Employer (1) make no representations or undertakings
  regarding the treatment of any Tax-Related Items in connection with any
  aspect of the option grant, including the grant, vesting or exercise of the
  option, the subsequent sale of shares acquired pursuant to such exercise and
  the receipt of any dividends; and (2) do not commit to structure the terms of
  the grant or any aspect of the option to reduce or eliminate your liability
  for Tax-Related Items.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prior to exercise of the option, you will pay or
  make adequate arrangements satisfactory to the Company and/or
  the Employer to satisfy all withholding and payment on account obligations of
  the Company and/or the Employer. In this regard, you
  authorize the Company and/or the Employer to withhold all applicable
  Tax-Related Items legally payable by you from your wages or other cash
  compensation paid to you by the Company and/or the Employer,
  within legal limits, or from proceeds of the sale of shares. Finally, you
  will pay to the Company or the Employer, by means of cash, check or
  credit transfer, any amount of Tax-Related Items that the Company or
  the Employer may be required to withhold as a result of your participation in
  the Plan or your purchase of shares that cannot be satisfied by the means
  previously described. The Company may refuse to honor
  the exercise and refuse to deliver the shares if you fail to comply with your
  obligations in connection with the Tax-Related Items as described in this
  section.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Resale

  	
   

  	
  You agree not to sell any option shares at a time
  when applicable laws, Company policies or an agreement between the Company
  and its underwriters 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.

  
	
   

  	
   

  	
   

  
	
  Transfer of Option

  	
   

  	
  This option may not be sold, pledged, assigned,
  hypothecated, transferred, or disposed of in any manner other than by the
  beneficiary designation, will or by the laws of descent or distribution and
  may be exercised, during your lifetime, only by you.

  
	
   

  	
   

  	
   

  
	
  Retention Rights

  	
   

  	
  Your option or this Share Option 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.

  



 











 


	
  Stockholder Rights

  	
   

  	
  You, or your estate or heirs, have no rights as a
  stockholder of the Company until you have exercised this option by submitting
  the required notice in accordance with the provisions under “Notice of
  Exercise” set forth above and paying the exercise price and any applicable
  withholding taxes. No adjustments are made for dividends or other rights if
  the applicable record date occurs before you exercise this option, except as
  described in the Plan.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of a stock split, a stock dividend or a
  similar change in Company stock, the number of shares covered by this option
  and the exercise price per share may be adjusted pursuant to the Plan.

  
	
   

  	
   

  	
   

  
	
  Nature of the Grant

  	
   

  	
  In accepting the grant, you acknowledge that:

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (b)   the grant of the option is voluntary and
  occasional and does not create any contractual or other right to receive
  future grants of options, or benefits in lieu of options, even if options
  have been granted repeatedly in the past;

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (d)   you are voluntarily participating in the
  Plan;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (e)   the option is an extraordinary item that
  does not constitute compensation of any kind for services of any kind
  rendered to the Company or the
  Employer, and which is outside the scope of your employment contract, if any;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (f)    the option is not part of normal or
  expected compensation or salary for any purposes, including, but not limited
  to, calculating any severance, resignation, termination, redundancy, end of
  service payments, bonuses, long-service awards, pension or retirement
  benefits or similar payments and in no event should be considered as
  compensation for, or relating in any way to, past services for the Company or
  the Employer;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (g)   in the event that you are not an employee
  of the Company, the option grant will not be interpreted to form an
  employment contract or relationship with the Company; and furthermore, the
  option grant will not be interpreted to form an employment contract with the
  Employer or any subsidiary or affiliate of the Company;

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (i)    if the underlying shares do not increase
  in value, the option will have no value;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (j)    if you exercise your option and obtain
  shares, the value of those shares acquired upon exercise may increase or
  decrease in value, even below the exercise price;

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (k)   in consideration of the grant of the
  option, no claim or entitlement to compensation or damages shall arise from
  termination of the option or diminution in value of the option or shares
  purchased through exercise of the option resulting from termination of your
  employment by the Company or the Employer (for any reason whatsoever and
  whether or not in breach of local labor laws) and you irrevocably release the
  Company and the 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

  



 











 


	
  

  	
   

  	
  Share Option Agreement, you shall be deemed
  irrevocably to have waived your entitlement to pursue such claim; and

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (l)    in the event of termination of your
  employment, your right to receive the option and vest in the option 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 termination of employment, your right to
  exercise the option after termination of employment, if any, will be measured
  by the date of termination of your active employment and will not be extended
  by any notice period mandated under local law; the Company shall have the
  exclusive discretion to determine when you are no longer actively employed
  for purposes of your option grant.

  
	
   

  	
   

  	
   

  
	
  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 Share Option 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 options 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 exercise of the
  option 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 Share Option 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 Share Option 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 Share
  Option Agreement by reference.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If one or more of the provisions of this Share
  Option 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 Share Option Agreement to be construed so as to foster the intent
  of this Share Option Agreement and the Plan

  



 


YOUR
ELECTRONIC SIGNATURE TO THIS NOTICE AND AGREEMENT IS YOUR AGREEMENT TO ALL OF
THE TERMS AND CONDITIONS DESCRIBED ABOVE AND IN THE PLAN.