Exhibit
10.2.3


U.S. RSU Agreement
Revised December 2006


VERIGY LTD. 2006 EQUITY
INCENTIVE PLAN


NOTICE OF SHARE UNIT AWARD


You have been granted units representing Ordinary
Shares of Verigy Ltd. (the “Company”). 
Your grant is summarized on the Award Summary page of your Smith Barney
account.


The first <<vesting percent>> of your
units vest 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,
an additional <<vesting percent>> of your units vest 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 these units are granted under and governed by the terms and conditions of
the Verigy Ltd. 2006 Equity Incentive Plan (the “Plan”), the Share Unit
Agreement (of which this notice is a part), and the Award Summary.


You further agree that the
Company shall cause the shares issued upon payment of your units to be deposited
in your Smith Barney account and, further, that the Company may deliver electronically
all documents relating to the Plan or this award (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 SHARE UNIT 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 UNIT AGREEMENT


	
  Payment for Units

  	
   

  	
  No payment is required for the units that you are
  receiving.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  The units vest in installments, as shown in the
  Notice of Share Unit Award, as long as you remain an Awardee Eligible to Vest
  (as defined in the Plan). In addition, the units are 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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No additional units vest after your Service has
  terminated for any reason, except as otherwise provided in the Plan and this
  agreement.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.

  
	
   

  	
   

  	
   

  
	
  Forfeiture

  	
   

  	
  If your Service terminates for any reason, then your
  units will be forfeited to the extent that they have not vested before the
  termination date and do not vest as a result of the termination. This means
  that the units will immediately be cancelled. You receive no payment for
  units that are forfeited.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company determines when your Service terminates
  for this purpose.

  
	
   

  	
   

  	
   

  
	
  Leaves of Absence and Part-Time Work

  	
   

  	
  For purposes of this award, 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 applicable law, the Company’s leave of absence policy or the terms of your
  leave. But your Service terminates when the approved leave ends, unless you
  immediately return to active work. 

   

  Your status as an Awardee Eligible to Vest will
  cease upon termination of employment with the Company or a Subsidiary or
  Affiliate except as provided in Article 8 of the Plan.

  



 










 



 


	
  

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Nature of Units

  	
   

  	
  Your units are mere bookkeeping entries. They
  represent only the Company’s unfunded and unsecured promise to issue Ordinary
  Shares on a future date. As a holder of units, you have no rights other than
  the rights of a general creditor of the Company.

  
	
   

  	
   

  	
   

  
	
  No Voting Rights or Dividends

  	
   

  	
  Your units carry neither voting rights nor rights to
  cash dividends. You have no rights as a shareholder of the Company unless and
  until your units are settled by issuing Ordinary Shares of the Company’s
  stock.

  
	
   

  	
   

  	
   

  
	
  Units Nontransferable

  	
   

  	
  You may not sell, transfer, assign, pledge or
  otherwise dispose of any units. For instance, you may not use your units as
  security for a loan.

  
	
   

  	
   

  	
   

  
	
  Settlement of Units

  	
   

  	
  Each of your units will be settled when it vests,
  unless you and the Company have agreed to a later settlement date. 

   

  At the time of settlement, you will receive one
  share of the Company’s Ordinary Shares for each vested unit. You agree that
  the Company shall cause the shares to be deposited in your Smith Barney
  Account. But the Company, at its sole discretion, may substitute an
  equivalent amount of cash if the distribution of stock is not reasonably
  practicable due to the requirements of applicable law. The amount of cash
  will be determined on the basis of the market value of the Company’s Ordinary
  Shares at the time of settlement.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes

  	
   

  	
  No Ordinary Shares or cash will be distributed to
  you unless you have made acceptable arrangements to pay any withholding taxes
  that may be due as a result of the settlement of this award. With the Company’s consent, these arrangements
  may include (a) withholding shares of Company stock that otherwise would
  be issued to you when the units are settled or (b) surrendering shares
  that you previously acquired. The fair market value of these shares,
  determined as of the date when taxes otherwise would have been withheld in
  cash, will be applied to the withholding taxes.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Resale

  	
   

  	
  You agree not to sell any 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.

  



 










 



 


	
  No Retention Rights

  	
   

  	
  Your award 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.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of a stock split, a stock dividend or a
  similar change in Company stock, the number of your units will be adjusted
  accordingly, as the Company may determine pursuant to the Plan.

  
	
   

  	
   

  	
   

  
	
  Beneficiary Designation

  	
   

  	
  You may dispose of your units in a written
  beneficiary designation. A beneficiary designation must be filed with the
  Company on the proper form. It will be recognized only if it has been
  received at the Company’s headquarters before your death. If you file no
  beneficiary designation or if none of your designated beneficiaries survives
  you, then your estate will receive any vested units that you hold at the time
  of your death.

  
	
   

  	
   

  	
   

  
	
  Applicable Law

  	
   

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

  
	
   

  	
   

  	
   

  
	
  The Plan and Other Agreements

  	
   

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

  
	
   

  	
   

  	
  This Agreement, together with the Award Summary and
  the Plan, constitute the entire understanding between you and the Company
  regarding this award. Any prior agreements, commitments or negotiations
  concerning this award 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 SHARE UNIT
AGREEMENT, THE NOTICE AND THE PLAN.