Exhibit
10.2.2


Director Share
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 on the first anniversay of the date of grant.


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 Share
  option.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option becomes exercisable on the first
  anniversary of the date of grant. This option shall also become exercisable
  in full in the event that (a) your Service terminates because of death, total
  and permanent disability, or retirement at or after age 65; or (b) the
  Company is subject to a Change in Control (as defined in the Plan) before
  your Service terminates. 

   

  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 or this Agreement

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  This option expires on the earlier of (a) the date 7
  years after the date of grant or (b) the date 12 months after the termination
  of your Service for any reason.

  
	
   

  	
   

  	
   

  
	
  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.

  



 



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  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
  pursuant to Section 5.7 of the Plan.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes and Stock Withholding

  	
   

  	
  You will not be allowed to exercise this option
  unless you make arrangements acceptable to the Company to pay any withholding
  taxes that may be due as a result of the option exercise.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  Shareholder Rights

  	
   

  	
  You, or your estate or heirs, have no rights as a
  Shareholder 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 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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