Exhibit
10.2.1


Us Option Agreement
Revised December 2006


Verigy Ltd. 2006 Equity Incentive Plan


Notice of Share Option
Grant


You
have been granted an option to purchase Ordinary Shares of Verigy Ltd. (the “Company”).  Your option is summarized on the Award
Summary page of your Smith Barney account.


Your option becomes exercisable with respect to the
first <<vesting percentage>> of the Shares subject to your option
when you complete <<vesting months>> of continuous “Service” (as
defined in the Plan) as an “Awardee Eligible to Vest” (as defined in the Plan) from
the date of grant.  Thereafter, your
option becomes exercisable with respect to an additional <<vesting
percentage>> of the Shares subject to this option on each <<vesting
months>>, provided that you continue to be an Awardee Eligible to Vest as
of such date.


You and the Company agree that your option is granted
under and governed by the terms and conditions of the Verigy Ltd. 2006 Equity
Incentive Plan (the “Plan”), the Stock Option Agreement (of which this notice
is a part), and the Award Summary.


You further agree that the
Company shall cause the shares issued upon exercise of the option to be
deposited in your Smith Barney Account and, further, that the Company may
deliver electronically all documents relating to the Plan or your option
(including, without limitation, prospectuses required by the Securities and
Exchange Commission) and all other documents that the Company is required to
deliver to its security holders (including, without limitation, annual reports
and proxy statements).  You also agree
that the Company may deliver these documents by posting them on a web site
maintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a web
site, it will notify you regarding such posting.


	
  By clicking on the “accept”
  button on the screen titled “Step 3: Confirm the Review/Acceptance of your
  Award,” you agree to be bound by the Stock Option Agreement, this Notice and
  the Plan.

  	
   

  	
  By:

  	
  Verigy Ltd.

   

  	
   

  
	
   

  
	
  

  /s/ KEITH L. BARNES

  
	
   

  	
   

  	
  Keith L. Barnes

  
	
   

  	
   

  	
  President and Chief Executive Officer

  



 










 



Verigy Ltd. 2006 Equity Incentive
Plan


Share
Option Agreement


	
  Tax Treatment

  	
   

  	
  This option is intended to be a nonstatutory stock
  option.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option becomes exercisable in installments,
  during the Option term as shown in the Notice of Stock Option Grant, as long
  as you remain an Awardee Eligible to Vest (as defined in the Plan). In
  addition, this option is subject to certain vesting acceleration provisions
  set forth in the Plan in the event your Service terminates because of
  retirement, total and permanent disability, or death. This option will in no
  event become exercisable for additional shares after your Service has
  terminated for any reason, except as otherwise provided in the Plan and this
  agreement.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Regular Termination

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Termination as a result of Death, Disability or
  Retirement

  	
   

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

   

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

  



 



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  Leaves of Absence and Part-Time Work

  	
   

  	
  For purposes of this option, your Service does not
  terminate when you go on a military leave, a sick leave or another Company
  approved leave of absence, and if continued crediting of Service is required
  by the terms of the leave or by applicable law. But your Service terminates
  when the approved leave ends, unless you immediately return to active work. 

   

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

   

  If you commence working on a part-time basis, then
  the vesting schedule specified in the Notice of Stock Option Grant may be
  adjusted in accordance with the Company’s part-time work policy or the terms
  of an agreement between you and the Company pertaining to your part-time
  schedule.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Exercise

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Notice of Exercise

  	
   

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

   

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

  
	
   

  	
   

  	
   

  
	
  Form of Payment

  	
   

  	
  When you exercise this option, you must provide for
  payment of the option exercise price for the shares that you are purchasing.
  To the extent permitted by applicable law, payment may be made in one (or a
  combination of two or more) of the forms set forth in Sections 5.7 (a), (c)
  and (d) of the Plan.

  



 



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  Withholding Taxes and Stock Withholding

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Restrictions on Resale

  	
   

  	
  You agree not to sell any option shares at a time
  when applicable laws, Company policies or an agreement between the Company
  and its underwriters prohibit a sale. This restriction will apply as long as
  your Service continues and for such period of time after the termination of
  your Service as the Company may specify.

  
	
   

  	
   

  	
   

  
	
  Transfer of Option

  	
   

  	
  Unless determined otherwise by the Committee, this
  option may not be sold, pledged, assigned, hypothecated, transferred, or
  disposed of in any manner other than by the beneficiary designation, will or
  by the laws of descent or distribution and may be exercised, during your
  lifetime, only by you.  If the Committee makes this option transferable,
  it shall contain such additional terms and conditions as the Committee deems
  appropriate.

  
	
  Retention Rights

  	
   

  	
  Your option or this Agreement does not give you the
  right to be retained by the Company or a subsidiary of the Company in any
  capacity. The Company and its subsidiaries reserve the right to terminate
  your Service at any time, with or without cause.

  
	
   

  	
   

  	
   

  
	
  Stockholder Rights

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Applicable Law

  	
   

  	
  This Agreement shall be governed by, and construed
  in accordance with, the laws of the Republic of Singapore (except its
  choice-of-law provisions).

  



 



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  The Plan and Other Agreements

  	
   

  	
  The text of the Plan is incorporated in this
  Agreement by reference. 

   

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

  



 


By clicking on the “accept”
button on the screen titled “Step 3: Confirm the Review/Acceptance of your
Award,” you agree to be bound by this Stock Option Agreement, the Notice and
the Plan.



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