Exhibit 10.14


Equity Award Modification Agreement


(Germany - 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 (Germany) GmbH, an indirect wholly-owned subsidiary of the
Parent Company.  As used in this
Agreement, the term “Employer”
refers to Verigy (Germany) GmbH 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.


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”):



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(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)






(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.


(3)           The Stock Options shall remain exercisable until the earlier of
(i) the fifteen month anniversary of the date of the Termination Event or (ii)
the expiration of each option in accordance with its original terms provided,
in either case, that Executive complies with his/her obligations under Article
IV of this Agreement. The term “Stock Options”
shall not include any rights of Executive under the Parent Company’s 2006
Employee Shares Purchase Plan or similar plans.


(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



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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.


All shares
underlying RSUs which have not yet been issued shall be promptly issued, in the
form specified in the relevant Stock Unit agreements and relevant stock plans
under which the RSUs were granted, promptly following the occurrence of the
Section 2.1 Termination Event.


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


(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



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(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 shall become
fully vested upon the occurrence of such Termination Event and exercisable so
long as Executive complies with the restrictions and limitations set forth in
Article IV.  The Stock Options shall
remain exercisable until the earlier of (i) the second anniversary of the date
of the Section 2.2 Termination Event or (ii) the expiration of each option in
accordance with its original terms provided, in either case, that Executive
complies with his/her obligations under Article IV of this Agreement. The term “Stock Options” shall not include any rights
of Executive under the Parent Company’s 2006 Employee Shares Purchase Plan or
similar plans.


(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 become fully vested as a result of Executive’s termination
of employment.  All shares underlying
RSUs which have not yet been issued shall be promptly issued, in the form
specified in the relevant Stock Unit agreements and relevant stock plans under
which the RSUs were granted, upon the occurrence of a Section 2.2 Termination
Event.


(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.


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.



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(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.


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



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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 (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.



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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, (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;



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(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.


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



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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.


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



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(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 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



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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.
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.



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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.


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

  	
   

  



 



 13















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 (Germany)
GmbH (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



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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,



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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



 4
 









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)

  	
   

  



 



 5