Exhibit 10.2.12


Verigy
Ltd. 2006 Equity Incentive Plan


Notice
of Share Option Award


(Four
Tranche)


You have been granted the following option to purchase
Verigy Ltd. (the “Company”) ordinary shares as
follows:


	
  Name of Optionee:

  	
   

  	
  «Name»

  
	
   

  	
   

  	
   

  
	
  Total Number of
  Shares:

  	
   

  	
  «TotalShares»

  
	
   

  	
   

  	
   

  
	
  Type of Option:

  	
   

  	
  Nonstatutory Stock Option

  
	
   

  	
   

  	
   

  
	
  Date of Award:

  	
   

  	
  «AwardDate»

  
	
   

  	
   

  	
   

  
	
  Expiration Date:

  	
   

  	
  «ExpDate». This option may expire earlier if your
  Service terminates earlier, as described in the Stock Option Agreement.

  



 


The Option shall be
divided into four tranches of «1/4shares» each, with exercise prices(1) and
vesting as follows:


	
  Exercise Prices

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Exercise Price
  Per Share, 1st Tranche:

  	
   

  	
  $«PricePerShare1st» (the last sale price of Verigy
  ordinary shares on the Date of Award);

  
	
   

  	
   

  	
   

  
	
  Exercise Price
  Per Share, 2nd Tranche:

  	
   

  	
  Last sale price of Verigy ordinary shares on the
  third business day following Verigy’s announcement of financial results for
  the fiscal quarter ending «2pricingdate»;

  
	
   

  	
   

  	
   

  
	
  Exercise Price
  Per Share, 3rd Tranche:

  	
   

  	
  Last sale price of Verigy ordinary shares on the
  third business day following Verigy’s announcement of financial results for
  the fiscal quarter ending «3pricingdate»; and

  
	
   

  	
   

  	
   

  
	
  Exercise Price
  Per Share, 4th Tranche:

  	
   

  	
  Last sale price of Verigy ordinary shares on the
  third business day following Verigy’s announcement of financial results for
  the fiscal quarter ending «4pricingdate».

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Vesting
  Schedule

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  1st Tranche («1/4shares»):

  	
   

  	
  The first tranche of shares subject to this option
  vests and becomes exercisable in 16 equal quarterly installments(2)
  commencing three months from the Date of Award, provided that you continue to
  be an Awardee Eligible to Vest as of the applicable vesting date.

  
	
   

  	
   

  	
   

  
	
  2nd Tranche («1/4shares»):

  	
   

  	
  The second tranche of shares subject to this option
  vests and becomes exercisable in 15 equal quarterly installments(2) commencing
  three months from «2pricingdate», provided that you continue to be an Awardee
  Eligible to Vest as of the applicable vesting date.

  
	
   

  	
   

  	
   

  
	
  3rd Tranche («1/4shares»):

  	
   

  	
  The third tranche of shares subject to this option
  vests and becomes exercisable in 14 equal quarterly installments(2)
  commencing three months from «3pricingdate», provided that you continue to be
  an Awardee Eligible to Vest as of the applicable vesting date.

  



 


 









 



 


	
  4th Tranche («1/4shares»):

  	
   

  	
  The fourth tranche of shares subject to this option
  vests and becomes exercisable in 13 equal quarterly installments(2)
  commencing three months from «4pricingdate», provided that you continue to be
  an Awardee Eligible to Vest as of the applicable vesting date.

  



 


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


You further agree that the
Company shall cause the shares issued upon exercise of this option to be
deposited in your Smith Barney Account and, further, that the Company may
deliver electronically all documents relating to the Plan or this 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.


	
  Optionee:

  	
   

  	
  Verigy Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  	
   

  
						



 






(1) The exercise price for the 1st tranche is equal to the closing
price of Verigy’s ordinary shares on the Date of Award.  Except as set forth in the accompanying
Option Agreement, the exercise prices for the 2nd through 4th tranches shall be
equal to the closing price of Verigy ordinary shares on the pricing dates
indicated above.  Such prices shall be
set automatically and without any further action on the part of the Company or
the optionee.


(2) No fractional shares shall be issuable.  The number of shares exercisable at each
vesting event other than the last shall be rounded down to the nearest whole
share and the last vesting event shall cover all shares not previously vested.



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Verigy Ltd. 2006 Equity Incentive Plan


Share Option Agreement


(Four Tranche)


	
  Tax Treatment

  	
   

  	
  This option is intended to be an incentive stock
  option under section 422 of the Internal Revenue Code or a nonstatutory
  stock option, as provided in the Notice of Stock Option Award.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option becomes exercisable in installments,
  during the Option term as shown in the Notice of Stock Option Award, as long
  as you remain an Awardee Eligible to Vest (as defined in the Plan). 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 Award, as shown
  in the Notice of Stock Option Award. (It may expire earlier if your Service
  terminates, as described below.)

  
	
   

  	
   

  	
   

  
	
  Regular Termination

  	
   

  	
  Unless otherwise provided in an agreement between
  you and the Company, 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
  each tranche 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.

  



 









 



 


	
  Special Provisions for Accelerated Pricing of Unpriced Tranches

  	
   

  	
  Notwithstanding the establishment of pricing dates
  for the 2nd, 3rd and 4th tranches of the
  award as set forth in the Notice of Stock Option Award, the exercise price of
  any previusly unpriced tranche shall be established in accordance with the
  following in the following circumstances:

   

  Change of Control. In the event
  that prior to any pricing date the Company or any third party publicly
  announces any transaction or event which, as announced or if consummated,
  would constitute a Change of Control (as defind in the Plan) of the Company,
  the per-share exercise price for each tranche of this option not already
  priced as of the date of such announcement shall become fixed at an amount
  equal to the closing price of Verigy ordinary shares on the last trading day
  immediately preceding such announcement.

   

  Termination of Employment. In
  the event that prior to any pricing date your Service (as defined in the
  Plan) with the Company and its affiliates shall terminate for any reason,
  then the per-share exercise price for each tranche of this option not already
  priced as of the date of such termination of Service shall become fixed at an
  amount equal to the closing price of Verigy ordinary shares on the last
  trading day immediately preceding your last day of Service.

   

  No Affect On Vesting. The
  Vesting provisions applicable to any tranche shall not be affected by a
  change in the timing of establishing the exercise price in accordance with the
  preceding paragraphs.

  
	
   

  	
   

  	
   

  
	
  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 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.

  
	
   

  	
   

  	
   

  
	
  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

  



 



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  provided in the Plan) and such other documentation
  as the administration service provider may require have been received by the
  administration service provider. Your exercise notice must specify which
  tranche(s) of this option you are exercising.

   

  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.

  
	
   

  	
   

  	
   

  
	
  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.

  



 



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  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 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.

  



 


Your electronic signature to this
Notice and Agreement is your

agreement to all of the terms and conditions described above and in

the Plan.



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