Exhibit
10.2.12


VERIGY LTD. 2006 EQUITY INCENTIVE
PLAN


NOTICE OF SHARE OPTION AWARD


(FOUR
TRANCHE)


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 traunch 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
traunche) 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:                                   The
last sale price of Verigy ordinary shares on the third business day following
Verigy’s announcement of financial results for the fiscal quarter ending <Date>;


Exercise Price Per
Share, 3rd Tranche:                                     The
last sale price of Verigy ordinary shares on the third business day following
Verigy’s announcement of financial results for the fiscal quarter ending <Date>
; and


Exercise Price Per
Share, 4th Tranche:                                     The
last sale price of Verigy ordinary shares on the third business day following
Verigy’s announcement of financial results for the fiscal quarter ending <Date>.


Vesting Schedule


1st Tranche (1/4shares):                                                                                                                   The
first tranche of shares subject to this option vests and becomes exercisable in
16 equal quarterly installments, (2) 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, (2) 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, (2) 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, (2) with the first installment vesting on
<Date>, provided that you continue to be an Awardee Eligible to Vest as
of the applicable vesting date.


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 (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)
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)


	
  Tax Treatment

  	
   

  	
  This option is
  intended to be a nonstatutory stock option.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option becomes exercisable in installments,
  during the Option term as shown in the Notice of Stock Option Award, as long
  as you remain an Awardee Eligible to Vest (as defined in the 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 agreement.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  This option expires in any event at the close of
  business at Company headquarters on the day before the 7th anniversary of the Date of Award, as shown
  in the Notice of Stock Option Award. (It may expire earlier if your Service
  terminates, as described below.)

  
	
   

  	
   

  	
   

  
	
  Regular Termination

  	
   

  	
  Unless otherwise
  provided in an agreement between you and the Company, if your Service
  terminates for any reason except death, total and permanent disability, 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.

  
	
   

  	
   

  	
   

  
	
  Termination
  as a result of Death, Disability or Retirement

  	
   

  	
  If you die before your
  Service terminates, or if your Service terminates because of your total and
  permanent disability or in connection with your retirement due to age, then
  (i) the vested portion of each tranche of this option will be determined by
  adding 12 months to your length of service and (ii) you will be entitled to
  exercise this option until the close of business at Company headquarters on
  the one year anniversary of the date of death, disability or retirement, or,
  if earlier, until the expiration of the term of this option, as provided in
  the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For all purposes under this Agreement, “total and
  permanent disability” means that you are unable to engage in any substantial
  gainful activity by reason of any medically determinable physical or mental
  impairment which can be expected to result in death or which has lasted, or
  can be expected to last for a continuous period of not less than one year.

  
	
   

  	
   

  	
   

  
	
  Special
  Provisions

  	
   

  	
  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

  



 











 


	
  for Accelerated Pricing of Unpriced Tranches

  	
   

  	
  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 last 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. 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 Plan) will always cease upon
  termination of employment with the Company or a Subsidiary or Affiliate
  except as provided in Article 5 of the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  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 (whether by cash, check, proceeds from the immediate sale of the option
  shares, or as otherwise provided in the Plan) and such other documentation as
  the administration service provider may require have been received by the
  administration service provider.

  



 











 


	
  

  	
   

  	
  Your exercise
  notice must specify which tranche(s) of this option you are exercising.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.
  To the extent permitted by applicable law, payment may be made in one (or a
  combination of two or more) of the forms set forth in Sections 5.7 (a), (c)
  and (d) of the Plan.

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes and Stock Withholding

  	
   

  	
  You will not be allowed to exercise this option
  unless you make arrangements acceptable to the Company to pay any withholding
  taxes that may be due as a result of the option exercise. Such arrangements
  include an irrevocable direction to the Company’s securities broker service
  provider to sell all or a part of the Shares being purchased under this
  option and to deliver all or part of the sales proceeds to the Company,
  pursuant to Section 5.7(c) of the plan.

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  Unless determined otherwise by the Committee, 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.  If the Committee makes this option transferable,
  it shall contain such additional terms and conditions as the Committee deems
  appropriate.

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  Your option 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.

  
	
   

  	
   

  	
   

  
	
  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.

  



 











 


	
  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 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 Agreement may be amended only by
  another written agreement between the parties.

  



 


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