Exhibit
10.11


INDEMNITY
AGREEMENT


This Indemnity
Agreement, dated as of                         ,
           is made by and
between Verigy US, Inc., a Delaware corporation (“Verigy
US”) , and                                 ,
a director, officer or key employee of Verigy US or one of Verigy US’s affiliates
or other service provider who satisfies the definition of Indemnifiable Person
set forth below (the “Indemnitee”).


RECITALS


WHEREAS, Verigy US
is an indirect, wholly-owned subsidiary of Verigy Ltd., a company organized
under the laws of the Republic of Singapore (“Verigy
Ltd.”); and


WHEREAS, based
upon their experience as business managers, the members of the Board of
Directors of Verigy US (the “Board”)
have concluded that attracting and retaining competent and experienced persons
to serve in key leadership roles with Verigy US and with each of its Affiliates
is essential to the success of Verigy US; and


WHEREAS, Verigy US
is aware that competent and experienced persons are increasingly reluctant to
serve as representatives of corporations unless they are protected by
comprehensive liability insurance and/or indemnification, due to increased
exposure to litigation costs and risks resulting from their service to such
corporations, and due to the fact that the exposure frequently bears no
reasonable relationship to the compensation of such representatives; and


WHEREAS, Verigy US
believes that it is unfair for its representatives and for the representatives
of its Affiliates (as defined below) to assume the risk of large judgments and
Expenses and Other Liabilities (as defined below) that may be incurred in cases
in which the representative received no personal profit and in cases where the
representative was not culpable; and


WHEREAS, Verigy
Ltd. has entered into indemnity agreements substantially similar to this
Agreement with each of its directors, executive officers and certain other key
employees and service providers (the “Singapore Indemnity
Agreements”); and


WHEREAS, the
Singapore Companies Act provides that Singapore companies may only indemnify
officers and directors in very limited circumstances which, as a practical
matter, means that that Verigy Ltd., may not be legally permitted to fulfill
its obligations to the indemnitees under the Singapore Indemnity Agreements;
and


WHEREAS, Section
145 (“Section 145”) of the Delaware General Corporation Law (the “DGCL”), under
which Verigy US is organized, empowers Verigy US to indemnify by agreement its
officers, directors, employees and agents, and persons who serve, at the
request of Verigy US, as directors, officers, employees or agents of other
corporations, partnerships, joint ventures, trusts or other enterprises, and
expressly provides that the indemnification provided by Section 145 is not
exclusive;









 



WHEREAS, Verigy US
has determined that the liability insurance coverage available to Verigy US and
its Affiliates for their representatives as of the date hereof may be
inadequate.  Verigy US believes,
therefore, that the interests of Verigy US’s stockholders would best be served
by the indemnification by Verigy US of selected representatives of Verigy US
and its Affiliates; and


WHEREAS, in
recognition of Indemnitee’s need for substantial protection against personal
liability in order to support and encourage Indemnitee’s continued service to Verigy
US and/or its Affiliates in an effective manner, Verigy US wishes to provide in
this Agreement for the indemnification of and the advancement of Expenses to
Indemnitee to the fullest extent (whether partial or complete) permitted by law
and as set forth in this Agreement, and, to the extent insurance is maintained,
for the continued coverage of Indemnitee under the directors’ and officers’
liability insurance policies of Verigy US and its Subsidiaries and Affiliates.


AGREEMENT


NOW, THEREFORE,
the parties hereto, intending to be legally bound, hereby agree as follows:


1.             Definitions.


(a)           Affiliate.  For purposes of this Agreement, “Affiliate”
of Verigy US means (i) Verigy Ltd.; (ii) any direct or indirect subsidiary of Verigy
US or of Verigy Ltd., (iii) any corporation, partnership, joint venture, trust
or other enterprise in respect of which the Indemnitee is or was or will be
serving as a director, officer, advisory director, trustee, manager, member,
partner, employee, agent, attorney, consultant, member of the entity’s
governing body (whether constituted as a board of directors, board of managers,
general partner or otherwise), fiduciary, or in any other similar capacity at
the direct or indirect request of Verigy US or of Verigy Ltd., including, but
not limited to, any employee benefit plan of Verigy US or of any Affiliate of Verigy
US.


(b)           Expenses.  For purposes of this Agreement, “Expenses”
means all direct and indirect costs of any type or nature whatsoever (including,
without limitation, all attorneys’ fees and related disbursements, and other
out-of-pocket costs, including, without limitation, experts’ fees, court costs,
retainers, transcript fees, duplicating, printing and binding costs, as well as
telecommunications, postage and courier charges) paid or incurred by the
Indemnitee in connection with the inquiry, investigation, defense or appeal of
a Proceeding (as defined below), establishing, defending or enforcing a right
to indemnification under this Agreement, Section 145 or otherwise or being a
witness in or participating in (including on appeal) any Proceeding, or
preparing for the inquiry, defense or appeal of a Proceeding or for being a
witness in or participating in (including on appeal) any Proceeding; provided,
however, that Expenses shall not include any judgments, fines, ERISA (or other
employee benefit plan related) excise taxes or penalties or amounts paid in
settlement of a Proceeding.


(c)           Indemnifiable Event.  For purposes of this Agreement,
“Indemnifiable Event” means any event or occurrence related to Indemnitee’s
service for Verigy US or its



 2
 






 



Affiliates as an
Indemnifiable Person (as defined below), or by reason of anything done or not
done, or any act or omission, by Indemnitee in any such capacity.


(d)           Indemnifiable Person.  For the purposes of this Agreement, “Indemnifiable
Person” means any person who is or was a director, officer, employee, attorney,
advisory director, trustee, manager, member, partner, consultant, member of an
entity’s governing body (whether constituted as a board of directors, board of
managers, general partner or otherwise) or other agent or fiduciary of Verigy
US or an Affiliate of Verigy US; or is or was serving at the request of Verigy
US or an Affiliate of Verigy US, or for the convenience of, or to represent the
interest of Verigy US or an Affiliate of Verigy US as a director, officer,
employee, attorney, advisory director, trustee, manager, member, partner,
consultant, member of an entity’s governing body (whether constituted as a
board of directors, board of managers, general partner or otherwise) or other
agent or fiduciary of another foreign or domestic corporation, partnership,
limited liability company, joint venture, trust, employee benefit plan or other
enterprise or entity; or was a director, officer, employee, attorney, advisory
director, trustee, manager, member, partner, consultant, member of an entity’s
governing body (whether constituted as a board of directors, board of managers,
general partner or otherwise) or other agent or fiduciary of a foreign or
domestic corporation or other enterprise which was a predecessor of Verigy US or
of any of its Affiliates, or was a director, officer, employee, attorney,
advisory director, trustee, manager, member, partner, consultant, member of an
entity’s governing body (whether constituted as a board of directors, board of
managers, general partner or otherwise) or other agent or fiduciary of another
corporation, partnership, limited liability company, joint venture, trust,
employee benefit plan or other enterprise or entity at the request of, for the
convenience of, or to represent the interests of such predecessor.


(e)           Other Liabilities.  For purposes of this Agreement, “Other
Liabilities” means any and all liabilities of any type whatsoever (including,
but not limited to, judgments, fines, ERISA (or other benefit plan related)
excise taxes or penalties, and amounts paid in settlement and all interest,
taxes, assessments and other charges paid or payable in connection with or in
respect of any Expenses or any such judgments, fines, ERISA (or other benefit
plan related) excise taxes or penalties, or amounts paid in settlement).


(f)            Proceeding.  For the purposes of this Agreement, “Proceeding”
means any threatened, pending, or completed action, suit or other proceeding,
whether civil, criminal or administrative and including any appeal thereof, or
any inquiry or investigation, whether instituted by Verigy US or any of its
Affiliates or by any governmental agency or any other party, that Indemnitee in
good faith believes might lead to the institution of any such action, suit or
other proceeding, whether civil, criminal, administrative, investigative or any
other type whatsoever, including any arbitration or other alternative dispute
resolution mechanism.


2.             Agreement to Serve.  The Indemnitee agrees to serve and/or
continue to serve Verigy US or the Affiliate of Verigy US in the capacity or
capacities in which Indemnitee currently serves Verigy US or such Affiliate(s) as
an Indemnifiable Person, and any additional capacity in which Indemnitee may
agree to serve, until such time as Indemnitee’s service in a particular
capacity shall end according to the terms of an agreement, governing law, or
otherwise.  Nothing contained in this
Agreement is intended to create any right to continued



 3
 






 



employment or other form
of service for Verigy US or any Affiliate of Verigy US by Indemnitee.


3.             Mandatory
Indemnification.  In the event
Indemnitee was, is or becomes a party to or witness or other participant in, or
is threatened to be made a party to or witness or other participant in, a
Proceeding by reason of (or arising in part out of) an Indemnifiable Event, Verigy
US shall hold harmless and indemnify the Indemnitee to the fullest extent not prohibited
(a) by the provisions of Verigy US’s Certificate of Incorporation and Bylaws as
the same may be amended from time to time (but only to the extent that such
amendment permits Verigy US to provide broader indemnification rights than the Certificate
of Incorporation and/or Bylaws permitted prior to the adoption of such
amendment) and (b) by the DGCL.  In
addition to and not in limitation of the indemnification otherwise provided for
herein, and subject only to the exclusions set forth in Section 10 below, Verigy
US hereby further agrees to hold harmless and indemnify Indemnitee as follows:


(a)           Third Party Actions.  If the Indemnitee is a person who was or is a
party or is threatened to be made a party to any Proceeding (other than an
action by or in the right of Verigy US, which actions are addressed in Section
3(b) below) by reason of the fact that he or she is or was serving Verigy US or
an Affiliate of Verigy US as an Indemnifiable Person, or by reason of anything
done or not done by Indemnitee in any such capacity as an Indemnifiable Person,
or by reason of an Indemnifiable Event, against any and all Expenses and Other
Liabilities incurred by Indemnitee in connection with (including in preparation
for) the inquiry, investigation, defense, settlement or appeal of such
Proceeding if Indemnitee acted in good faith and in a manner he or she
reasonably believed to be in or not opposed to the best interests of Verigy US,
and, with respect to any criminal action or Proceeding, had no reasonable cause
to believe his or her conduct was unlawful; and


(b)           Derivative Actions.  If the Indemnitee is a person who was or is a
party or is threatened to be made a party to any Proceeding by or in the right
of Verigy US to procure a judgment in its favor by reason of the fact that he
or she is or was serving Verigy US or an Affiliate of Verigy US as an
Indemnifiable Person, or by reason of anything done or not done by Indemnitee
in any such capacity as an Indemnifiable Person, or by reason of an
Indemnifiable Event, against any and all Expenses and Other Liabilities
incurred by Indemnitee in connection with the inquiry, investigation, defense,
settlement, or appeal of such Proceeding if Indemnitee acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of Verigy US; except that no indemnification under this subsection
shall be made in respect of any claim, issue or matter as to which such person
shall have been finally adjudged to be liable to Verigy US, unless and only to
the extent that the court in which such Proceeding was brought shall determine
upon application that, despite the adjudication of liability but in view of all
the circumstances of the case, such person is fairly and reasonably entitled to
indemnity for such amounts which the court shall deem proper; provided,
however, that in the event that Indemnitee shall be adjudged to be liable to Verigy
US, Verigy US shall use its best efforts to obtain a ruling of the court in
which the Proceeding is brought to the effect that Indemnitee is nevertheless
fairly and reasonably entitled to indemnification to the greatest extent
possible.



 4
 






 



(c)           Determination of “Good Faith”.  For purposes of any determination of  “good faith” hereunder, Indemnitee shall be
deemed to have acted in good faith if in taking such action Indemnitee relied
on the records or books of account of Verigy US or an Affiliate of Verigy US,
including financial statements, or on information, opinions, reports or
statements provided to Indemnitee by the officers or other employees of Verigy
US or an Affiliate of Verigy US in the course of their duties, or on the advice
of legal counsel for Verigy US or an Affiliate of Verigy US, or on information
or records given or reports made to Verigy US or an Affiliate of Verigy US by
an independent certified public accountant or by an appraiser or other expert
selected by Verigy US or an Affiliate of Verigy US, or by any other person
(including legal counsel, accountants and financial advisors) as to matters
Indemnitee reasonably believes are within such other person’s professional or
expert competence and who has been selected with reasonable care by or on
behalf of Verigy US.  In connection with
any determination as to whether Indemnitee is entitled to be indemnified
hereunder, the Reviewing Party (as defined below) or court shall presume that
the Indemnitee has satisfied the applicable standard of conduct and is entitled
to indemnification, and the burden of proof shall be on Verigy US to establish,
by clear and convincing evidence, that Indemnitee is not so entitled.  The provisions of this Section 3(c) shall not
be deemed to be exclusive or to limit in any way the other circumstances in
which the Indemnitee may be deemed to have met the applicable standard of conduct
set forth in this Agreement.  In
addition, the knowledge and/or actions, or failures to act, of any other person
serving Verigy US or an Affiliate of Verigy US as an Indemnifiable Person shall
not be imputed to Indemnitee for purposes of determining the right to
indemnification hereunder.


4.             Partial
Indemnification.  If the Indemnitee
is entitled under any provision of this Agreement to indemnification by Verigy
US for some or a portion of any Expenses or Other Liabilities incurred by
Indemnitee (a) in connection with (including in preparation for) the inquiry,
investigation, defense, settlement or appeal of a Proceeding, (b) as or in
preparation to be a witness or participant in a Proceeding, or (c) otherwise,
but not entitled, however, to indemnification for the total amount of such
Expenses or Other Liabilities, Verigy US shall nevertheless indemnify the
Indemnitee for such total amount except as to the portion thereof to which the
Indemnitee is not entitled as determined pursuant to the standard set forth in
Section 3 above.  For avoidance of doubt,
if Indemnitee is not wholly successful in such Proceeding but is successful, on
the merits or otherwise, as to one or more but less than all claims, issues or
matters in such Proceeding, Verigy US shall indemnify Indemnitee in connection
with each successfully resolved claim, issue or matter.  Indemnitee’s satisfaction of the applicable
standard of conduct described in Section 3 above with respect to a particular
claim, issue or matter shall be considered a successful resolution as to such
claim, issue or matter.  Furthermore, for
purposes of this Agreement and without limitation, the termination of any
claim, issue or matter by dismissal with or without prejudice shall be deemed
to be a successful resolution as to such claim, issue or matter.  In any review or Proceeding to determine the
extent of indemnification, Verigy US shall bear the burden to establish, by
clear and convincing evidence, the lack of a successful resolution of a
particular claim, issue or matter and which amounts sought in indemnity are
allocable to claims, issues or matters which were not successfully resolved.


5.             Liability
Insurance.  So long as Indemnitee
shall continue to serve Verigy US or an Affiliate of Verigy US as an
Indemnifiable Person and thereafter so long as Indemnitee shall be subject to
any possible claim or threatened, pending or completed Proceeding as a result
of an



 5
 






 



Indemnifiable Event, Verigy
US shall use its best efforts to maintain in full force and effect for the benefit
of Indemnitee as an insured (i) liability insurance issued by one or more
reputable insurers and having the policy amount and deductible deemed
appropriate by the Board and providing in all respects coverage at least
comparable to and in the same amount as that then being provided to the
Chairman of the Board or the Chief Executive Officer of Verigy US and (ii) any
replacement or substitute policies issued by one or more reputable insurers
providing in all respects coverage at least comparable to and in the same
amount as that currently provided under such existing policy and providing in
all respects coverage at least comparable to and in the same amount as that
then being provided to the Chairman of the Board or the Chief Executive Officer
of Verigy US (collectively, “D&O Insurance”).  Verigy US may make other financial
arrangements in order to satisfy any obligations that it may incur under this
Agreement, including but not limited to establishing one or more trust funds,
letters of credit, or surety bonds on behalf of the Indemnitee against any and
all liability, whether asserted against him or her in his or her capacity as an
Indemnifiable Person or arising out of such capacity, whether or not Verigy US
would have the power to indemnify him or her against such liability under the
provisions of this Agreement or under the DGCL as it may then be in effect, or
otherwise.  The purchase, establishment
and maintenance of any such insurance or other arrangements shall not in any
way limit or affect the rights and obligations of Verigy US or of the
Indemnitee under this Agreement except as expressly provided herein, and the
execution and delivery of this Agreement by Verigy US and the Indemnitee shall
not in any way limit or affect the rights and obligations of Verigy US or the
other party or parties thereto under any such insurance or other arrangement.


6.             Mandatory
Advancement of Expenses.  Subject to
Section 10 below, Verigy US shall advance prior to the final disposition of the
Proceeding all Expenses incurred by the Indemnitee in connection with
(including in preparation for) a Proceeding related to an Indemnifiable
Event.  Indemnitee hereby undertakes to
repay such amounts advanced only if, and to the extent that, it shall
ultimately be determined that the Indemnitee is not entitled to be indemnified
by Verigy US under the provisions of this Agreement, Verigy US’s Certificate of
Incorporation or By-laws or the DGCL. 
Notwithstanding the preceding sentence or any other provision of this
Agreement, Verigy US, on its own behalf and that of its Subsidiaries and
Affiliates, waives any undertaking by Indemnitee to repay any advance or
payment of Expenses, to the maximum extent permitted by the DGCL.  The advances to be made hereunder shall be
paid by Verigy US to the Indemnitee or directly to a third party designated by
Indemnitee within ten (10) days following delivery of a written request
therefor by the Indemnitee to Verigy US. 
In addition, for avoidance of doubt, Verigy US agrees to pay promptly,
whether by way of reimbursement to Indemnitee or direct payment to a third
party designated by Indemnitee, all Expenses incurred by Indemnitee or on
Indemnitee’s behalf in connection with (including in preparation for) any
Proceeding to which Indemnitee is a witness or other participant by reason of
the fact that Indemnitee is or was serving Verigy US or an Affiliate of Verigy
US as an Indemnifiable Person. 
Indemnitee’s right to advancement of Expenses hereunder is absolute and
shall not be subject to any prior determination by any Reviewing Party that the
Indemnitee has satisfied any applicable standard of conduct for
indemnification.  Indemnitee’s
undertaking to repay any Expenses advanced to the Indemnitee hereunder shall be
unsecured and shall not be subject to the accrual or payment of any interest
thereon.



 6
 






 



7.             Enforcement.  Any right to indemnification, advancement of
Expenses or the exercise of other rights granted by this Agreement to
Indemnitee shall be enforceable by or on behalf of Indemnitee in any court of
competent jurisdiction if (i) the claim for indemnification or advancement of
Expenses is denied, in whole or in part, or Indemnitee’s exercise of his or her
rights is disputed, in whole or in part, or (ii) no decision on such claim is
made within the applicable time period set forth herein.  Indemnitee, in such enforcement action, shall
also be entitled to be paid all Expenses associated with enforcing his or her
claim or exercise of rights, unless as a part of such enforcement action, the
court of competent jurisdiction determines that the action was instituted in
bad faith or was frivolous.  It shall be
a defense to any action for which a claim for indemnification is made under
Section 3 hereof (other than an action brought to enforce a claim for Expenses
made under Section 6 hereof, provided that the required undertaking has been
tendered to Verigy US) that Indemnitee is not entitled to indemnification
because of the limitations set forth in Section 10 hereof.  Neither the failure of Verigy US (including
the Board or its stockholders) to have made a determination prior to the
commencement of such enforcement action that indemnification of Indemnitee is
proper under the circumstances, nor an actual determination by Verigy US
(including the Board, its stockholders, or otherwise under Section 9(d)) that
such indemnification is improper shall be a defense to the action or create a
presumption that Indemnitee is not entitled to indemnification under this
Agreement or otherwise.  In addition, in
the event of an action instituted by or in the name of Verigy US or an
Affiliate of Verigy US to enforce or interpret the terms of this Agreement,
Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee in
defense of such action (including with respect to Indemnitee’s counterclaims
and cross-claims made in such action and including any appeal), unless as a
part of such action, the court of competent jurisdiction determines that
Indemnitee’s defenses to such action were made in bad faith or were frivolous.  The Board, may in its sole discretion,
provide by resolution for payment of such Expenses to Indemnitee even if the
Board is not certain that Indemnitee is or will be entitled to the payment of
his or her Expenses under the provisions of this Section 7.


8.             Notice and Other
Indemnification Procedures.


(a)           After receipt by the
Indemnitee of notice of the commencement of, or the threat of commencement of,
any Proceeding, the Indemnitee shall, if the Indemnitee believes that
indemnification or advancement of Expenses with respect thereto may be sought
from Verigy US under this Agreement, notify Verigy US of the commencement or
threat of commencement thereof.  However,
a failure so to notify Verigy US within a reasonable period of time following
Indemnitee’s receipt of such notice shall not relieve Verigy US from any
liability that it may have to the Indemnitee otherwise than under this
Agreement, including, without limitation, its liability under its Certificate
of Incorporation or By-laws or the DGCL.


(b)           The Indemnitee shall be
entitled to select his or her own counsel to defend him or her with respect to
a Proceeding and such counsel shall be paid directly by Verigy US in accordance
with the provisions of Section 6.


9.             Determination of
Right to Indemnification.


(a)           Unless Indemnitee is not
entitled to indemnification as a result of an exclusion set forth in Section 10
below, Verigy US shall indemnify the Indemnitee against Expenses and Other
Liabilities paid or incurred by Indemnitee in connection with any



 7
 






 



Proceeding referred to in
Section 3 of this Agreement or any other Proceeding arising out of an
Indemnifiable Event, including in the event that Indemnitee has been successful
on the merits or otherwise in defense of any Proceeding referred to in Section
3 above or in the defense of any claim, issue or matter described herein, or
consistent with Section 145.


(b)           In
the event that Section 9(a) is inapplicable, Verigy US shall also indemnify the
Indemnitee if he or she has not failed to meet the applicable standard of
conduct for indemnification.  In
connection with any determination as to whether Indemnitee is entitled to be
indemnified hereunder, the burden of proof shall be on Verigy US to prove by
clear and convincing evidence that Indemnitee is not so entitled.


(c)           Verigy US’s obligations
to indemnify Indemnitee under this Agreement shall be satisfied fully no later
than thirty (30) days following the receipt by Verigy US of written notice by
or on behalf of Indemnitee that Indemnitee is so entitled.


(d)           In
the event that Verigy US fails to satisfy its obligations within the time frame
set forth in Section 9(c) above, the Indemnitee, in his or her sole discretion,
shall be entitled to select the forum in which determination of whether or not
Indemnitee has met the applicable standard of conduct and such election will be
made from among the following:


(1)           Those
members of the Board consisting of directors who are not parties to the
Proceeding for which indemnification is being sought, even though less than a
quorum;


(2)           The
stockholders of Verigy US;


(3)           Independent
legal counsel selected by the Indemnitee and approved by the Board, which
approval may not be unreasonably withheld, which counsel shall make such
determination in a written opinion; or


(4)           In
the event that Indemnitee is neither an officer nor a director of Verigy US at
the time that Indemnitee is selecting the forum, a panel of three arbitrators,
one of whom is selected by Verigy US, another of whom is selected by the
Indemnitee and the last of whom is selected by the first two arbitrators so
selected.


The selected forum shall
be referred to herein as the “Reviewing Party”.


(e)           As
soon as practicable, and in no event later than thirty (30) days after receipt
by Verigy US of written notice of the Indemnitee’s choice of forum pursuant to
Section 9(d) above, Verigy US and Indemnitee shall each submit to the Reviewing
Party such information as they believe is appropriate for the Reviewing Party
to consider.  The Reviewing Party shall
arrive at its decision within a reasonable period of time following the receipt
of all such information from Verigy US and Indemnitee, but in no event later
than sixty (60) days following the receipt of all such information.  Notwithstanding the foregoing, if additional information
is requested by the Reviewing Party in order to be able to make a more informed
decision, the Reviewing Party shall arrive at its decision within a reasonable
period of time following the receipt of such additional information, but in no
event later than thirty (30) days following the receipt of such additional
information.  All Expenses associated
with the process



 8
 






 



set forth in
this Section 9(e), including but not limited to the Expenses of the Reviewing
Party, shall be paid by Verigy US.


(f)            In the event that a
determination is not made within the time prescribed in Section 9(e), the
requisite determination of entitlement to indemnification shall be deemed to
have been made and Indemnitee shall be absolutely entitled to such
indemnification, absent (i) misrepresentation by Indemnitee of a material fact
in the request for indemnification or (ii) a final judicial determination that
all or any part of such indemnification is expressly prohibited by law.


(g)           Notwithstanding
a determination by any Reviewing Party listed in Section 9(d) hereof that
Indemnitee is not entitled to indemnification with respect to a specific
Proceeding, the Indemnitee shall have the right to apply to the court in which
that Proceeding is or was pending, or any other court of competent
jurisdiction, for the purpose of enforcing the Indemnitee’s right to
indemnification pursuant to the Agreement.


(h)           To the extent deemed
appropriate by the court or the Reviewing Party, interest shall be paid by Verigy
US at a reasonable interest rate (which shall generally be at the interest rate
that Verigy US is then paying or would have to pay for unsecured loans) for
amounts that Verigy US indemnifies or is obliged to indemnify the Indemnitee
for the period commencing with the date on which Indemnitee requested
indemnification (or advancement of Expenses) and ending with the date on which
such payment is made to Indemnitee by Verigy US.


(i)            Verigy
US shall indemnify the Indemnitee against all Expenses incurred by the
Indemnitee in connection with any hearing or Proceeding under this Section 9
involving the Indemnitee and against all Expenses and Other Liabilities
incurred by the Indemnitee in connection with any other Proceeding between Verigy
US and the Indemnitee involving the interpretation or enforcement of the rights
of the Indemnitee under this Agreement unless a court of competent jurisdiction
finds that each of the material claims and/or defenses of the Indemnitee in any
such Proceeding was frivolous or made in bad faith.  Such Expenses shall be paid to Indemnitee or
directly to a third party designated by Indemnitee within ten (10) days of a
written request by Indemnitee to Verigy US.


(j)            If
a determination is made or deemed to be made pursuant to the terms of this
Section 9 that Indemnitee is entitled to indemnification, Verigy US shall be
bound by such determination in any judicial proceeding or arbitration in the
absence of (i) a misrepresentation of a material fact by Indemnitee or (ii) a
final judicial determination that all or any part of such indemnification is
expressly prohibited by law.


(k)           Verigy US and
Indemnitee agree that they shall be precluded from asserting that the
procedures and presumptions of this Agreement are not valid, binding and
enforceable.  Verigy US and Indemnitee
further agree to stipulate in any such court that Verigy US and Indemnitee are
bound by all of the provisions of this Agreement and are precluded from making
any assertion to the contrary.



 9
 






 



10.           Exceptions.  Any other provision herein to the contrary notwithstanding,
Verigy US shall not be obligated pursuant to the terms of this Agreement under
the following circumstances:


(a)           Claims
Initiated by Indemnitee.  To
indemnify or advance Expenses to the Indemnitee with respect to Proceedings or
claims initiated or brought voluntarily by the Indemnitee and not by way of
defense, except with respect to (1) Proceedings brought to establish or enforce
a right to indemnification under this Agreement, any other statute or law, as
permitted under Section 145, or otherwise, and (2) Proceedings brought to
discharge Indemnitee’s fiduciary responsibilities, whether under ERISA or
otherwise, but such indemnification or advancement of Expenses may be provided
by Verigy US in specific cases if the Board finds it to be appropriate; or


(b)           Unauthorized
Settlements.  To indemnify the
Indemnitee under this Agreement for any amounts paid in settlement of a
Proceeding unless Verigy US consents to such settlement, which consent shall
not be unreasonably withheld or delayed; or


(c)           Prior Payment from Another Source.  To indemnify the Indemnitee with respect to
any Expense or Other Liability for which Indemnitee would otherwise be entitled
to be indemnified if and to the extent that Indemnitee has actually received
payment with respect to such Expense or Other Liability (net of costs incurred
in collecting such payment) pursuant to this Agreement, any insurance policy,
contract, agreement or otherwise; or


(d)           Undeserved Personal Advantage.  To indemnify the Indemnitee under this Agreement
for Other Liabilities from a Proceeding in which a court enters a judgment
concluding that the Indemnitee gained in fact a material personal profit or
advantage to which the Indemnitee is not entitled; or


(e)           16(b)
Actions.  To indemnify the Indemnitee
on account of any suit in which judgment is rendered against Indemnitee for an
accounting of profits made from the purchase or sale by Indemnitee of
securities of Verigy US pursuant to the provisions of Section 16(b) of the
Securities Exchange Act of l934 and amendments thereto or similar provisions of
any federal, state or local statutory law; or


 (f)           Unlawful
Indemnification.  To indemnify the
Indemnitee for Other Liabilities if a final decision by a court having
jurisdiction in the matter shall determine that such indemnification is
prohibited by law. Both Verigy US and Indemnitee acknowledge that in certain
instances, applicable law or public policy may prohibit Verigy US from
indemnifying under this Agreement or otherwise a person serving Verigy US or an
Affiliate of Verigy US as an Indemnifiable Person.


11.           Non-exclusivity.  The provisions for indemnification and
advancement of Expenses set forth in this Agreement shall not be deemed
exclusive of any other rights which the Indemnitee may have under any provision
of law, Verigy US’s Certificate of Incorporation or By-laws, the vote of Verigy
US’s stockholders or disinterested directors, other agreements, or otherwise,
both as to acts or omissions in his or her official capacity and to acts or
omissions in another capacity while serving Verigy US or an Affiliate of Verigy
US as an Indemnifiable



 10
 






 



Person and the
Indemnitee’s rights hereunder shall continue after the Indemnitee has ceased
serving Verigy US or an Affiliate of Verigy US as an Indemnifiable Person and
shall inure to the benefit of the heirs, executors and administrators of the
Indemnitee.


12.           Period of
Limitations.  No legal action shall
be brought and no cause of action shall be asserted by or in the right of Verigy
US against Indemnitee, Indemnitee’s spouse, heirs, executors, administrators or
personal or legal representatives after the expiration of two years from the
date of accrual of such cause of action, a period that may not be lengthened
for any reason, and any claim or cause of action of Verigy US shall be
extinguished and deemed released unless asserted by the timely filing of a
legal action within such two-year period; provided, however, that if any
shorter period of limitations is otherwise applicable to any such cause of
action, such shorter period shall govern.


13.           Interpretation of
Agreement.  It is understood that the
parties hereto intend this Agreement to be interpreted and enforced so as to
provide indemnification and advancement of Expenses to the Indemnitee to the
fullest extent now or hereafter not expressly prohibited by law.


14.           Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (i) the validity, legality and enforceability of the remaining
provisions of the Agreement (including, without limitation, all portions of any
paragraphs of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby, and (ii)
to the fullest extent possible, the provisions of this Agreement (including,
without limitation, all portions of any paragraphs of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or
unenforceable and to give effect to Section 13 hereof.


15.           Modification and
Waiver.  No supplement, modification
or amendment of this Agreement shall be binding unless executed in writing by
both of the parties hereto.  No waiver of
any of the provisions of this Agreement shall be deemed or shall constitute a
waiver of any other provision hereof (whether or not similar) and except as
expressly provided herein, no such waiver shall constitute a continuing waiver.


16.           Successors and
Assigns.  The terms of this Agreement
shall bind, and shall inure to the benefit of, the successors and assigns of
the parties hereto.


17.           Notice.  All notices, requests, demands and other
communications under this Agreement shall be in writing and shall be deemed
duly given (i) if delivered by hand and a receipt is provided by the party to whom
such communication is delivered, (ii) if mailed by certified or registered mail
with postage prepaid, return receipt requested, on the signing by the recipient
of an acknowledgement of receipt form accompanying delivery through the U.S.
mail, (iii) personal service by a process server, or (iv) delivery to the
recipient’s address by overnight delivery (e.g., FedEx, UPS or DHL) or other
commercial delivery service.  Addresses
for notice to either party are as shown on the signature page of this
Agreement, or as subsequently modified by written notice complying with the
provisions of this Section 17.  Delivery
of



 11
 






 



communications to Verigy
US with respect to this Agreement shall be sent to the attention of Verigy US’s
General Counsel.


18.           No Presumptions.  For purposes of this Agreement, the
termination of any claim, action, suit or Proceeding, by judgment, order,
settlement (whether with or without court approval) or conviction, or upon a
plea of nolo contendere or its equivalent, shall not, of itself, create a
presumption that Indemnitee did not meet any particular standard of conduct or
have any particular belief or that a court has determined that indemnification
is not permitted by applicable law or otherwise.  In addition, neither the failure of Verigy US
or a Reviewing Party to have made a determination as to whether Indemnitee has
met any particular standard of conduct or had any particular belief, nor an
actual determination by Verigy US or a Reviewing Party that Indemnitee has not
met such standard of conduct or did not have such belief, prior to the
commencement of Proceedings by Indemnitee to secure a judicial determination by
exercising Indemnitee’s rights under Sections 7 or 9(g) of this Agreement that
Indemnitee should be indemnified under applicable law shall be a defense to
Indemnitee’s claim or create a presumption that Indemnitee has failed to meet
any particular standard of conduct or did not have any particular belief or is
not entitled to indemnification under applicable law or otherwise.


19.           Survival of Rights.


(a)           The rights conferred on
Indemnitee by this Agreement shall continue after Indemnitee has ceased to
serve Verigy US or an Affiliate of Verigy US as an Indemnifiable Person and
shall inure to the benefit of Indemnitee’s heirs, executors and administrators.


(b)           Verigy US shall require
any successor (whether direct or indirect, by purchase, merger, consolidation
or otherwise) to all or substantially all of the business or assets of Verigy
US, expressly to assume and agree to perform this Agreement in the same manner
and to the same extent that Verigy US would be required to perform if no such
succession had taken place.


20.           Subrogation.  In the event of payment under this Agreement,
Verigy US shall be subrogated to the extent of such payment to all of the
rights of recovery of Indemnitee, who shall execute all documents required and
shall do all acts that may be necessary to secure such rights and to enable Verigy
US effectively to bring suit to enforce such rights.


21.           Duration.  All agreements and obligations of Verigy US
contained herein shall continue during the period while Indemnitee is serving Verigy
US or an Affiliate of Verigy US as an Indemnifiable Person and shall continue
thereafter so long as the Indemnitee shall be subject to any possible claim or
threatened, pending or completed Proceeding by reason of the fact that
Indemnitee served Verigy US or an Affiliate of Verigy US as an Indemnifiable
Person or otherwise in connection with an Indemnifiable Event.  Except to the extent prohibited by the DGCL, Verigy
US, on its own behalf and that of its Subsidiaries and Affiliates, waives any
defense to a claim by Indemnitee for indemnification or advancement of Expenses
hereunder that such claim is barred by the running of the statute of
limitations.


22.           No Settlements.  Neither Verigy US nor any Subsidiary or
Affiliate of Verigy US shall enter into a settlement of any Proceeding that
might result in the imposition of any



 12
 






 



Expense, penalty,
limitation or any Other Liability or detriment on Indemnitee, whether
indemnifiable under this Agreement or otherwise, without the written consent of
Indemnitee, which consent to such proposed settlement shall not be unreasonably
withheld or delayed.


23.           Contribution in the
Event of Joint Liability.  Whether or
not indemnification is available to Indemnitee hereunder or otherwise, in
respect of any threatened, pending or completed Proceeding in which Verigy US
is jointly liable with Indemnitee (or would be if joined in such Proceeding), Verigy
US shall pay, in the first instance, the entire amount of any and all Expenses
and Other Liabilities paid or incurred by Indemnitee in connection with such
Proceeding without requiring such Indemnitee to contribute to such payment and Verigy
US hereby waives and relinquishes any right of contribution it may have against
Indemnitee.  Verigy US shall not enter
into any settlement of any Proceeding in which Verigy US is jointly liable with
Indemnitee (or would be if joined in such action, suit or Proceeding) unless such
settlement provides for a full and final release of all claims asserted against
Indemnitee.


24.           Security.  To the extent requested by Indemnitee and
approved by the Board, Verigy US may at any time and from time to time provide
security to Indemnitee for the obligations of Verigy US hereunder through an
irrevocable bank line of credit, funded trust or other collateral or by other
means.  Any such security, once provided
to Indemnitee, may not be revoked, released or otherwise altered to the detriment
of Indemnitee without the prior written consent of such Indemnitee.


25.           Specific
Performance, Etc.  The parties
recognize that if any provision of this Agreement is violated by Verigy US,
Indemnitee may be without an adequate remedy at law.  Accordingly, in the event of any such
violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute
Proceedings, either in law or at equity, to obtain damages, to enforce specific
performance, to enjoin such violation, or to obtain any relief or any combination
of the foregoing as Indemnitee may elect to pursue.


26.           Counterparts.  This Agreement may be executed in
counterparts, each of which shall for all purposes be deemed to be an original
but all of which together shall constitute one and the same agreement.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the
existence of this Agreement.


27.           Headings.  The headings of the sections and paragraphs
of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction or
interpretation thereof.


28.           Governing Law.  This Agreement shall be governed exclusively
by and construed according to the laws of the State of Delaware.


29.           Consent to
Jurisdiction.  Verigy US and the
Indemnitee each hereby irrevocably consent to the jurisdiction of the courts of
the State of Delaware for all purposes in connection with any Proceeding which
arises out of or relates to this Agreement.


(Signature
Page Follows)



 13















The parties hereto
have entered into this Indemnity Agreement effective as of the date first above
written.


	
   

  	
   

  	
  VERIGY US, Inc.

  
	
   

  	
   

  	
  10100 N. Tantau

  
	
   

  	
   

  	
  Cupertino, CA
  94015

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Its:

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Signature of
  Indemnitee

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Print Name of
  Indemnitee

  
	
   

  	
   

  
	
   

  	
  Address: