Exhibit 10.2.13


Verigy Ltd. 2006
Equity Incentive Plan

Notice of Share Option Award

(Four Tranche - French Optionee)


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:

  	
   

  	
  The last sale price of Verigy ordinary shares on the
  11th business day following Verigy’s announcement of financial results for
  the fiscal quarter ending «2pricingdate»(2);

  
	
   

  	
   

  	
   

  
	
  Exercise Price
  Per Share, 3rd Tranche:

  	
   

  	
  The last sale price of Verigy ordinary shares on the
  11th business day following Verigy’s announcement of financial results for
  the fiscal quarter ending «3pricingdate»(2); and

  
	
   

  	
   

  	
   

  
	
  Exercise Price
  Per Share, 4th Tranche:

  	
   

  	
  The last sale price of Verigy ordinary shares on the
  11th business day following Verigy’s announcement of financial results for
  the fiscal quarter ending «4pricingdate»(2).

  



 


Vesting Schedule


	
  1st Tranche («1/4shares»):

  	
   

  	
  The first tranche of shares subject to this option
  vests in 16 equal quarterly installments 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 in 15 equal quarterly installments commencing three months from «2pricingdate»,
  provided that you continue to be an Awardee Eligible to Vest as of the
  applicable vesting date.

  



 






(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) If such pricing date
falls during a Closed Period (as defined by Section L. 255-177 of the French
Commercial Code), then the pricing shall take place on the next trading day
following expiration of the Closed Period.










 



 


	
  3rd Tranche («1/4shares»):

  	
   

  	
  The third tranche of shares subject to this option
  vests in 14 equal quarterly installments 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 in 13 equal quarterly installments commencing three months from «4pricingdate»,
  provided that you continue to be an Awardee Eligible to Vest as of the
  applicable vesting date.

  
	
   

  	
   

  	
   

  
	
  Exercisability
  of Option

  	
   

  	
  Except as otherwise provided in the event of death
  or disability, each tranche of this option shall first become exercisable on that
  date that is four years and one day following the date on which the exercise
  price of such tranche became fixed.

  



 


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 and the Verigy Ltd. 2006 Equity Incentive Plan
for Options Granted to Employees in France (the “French Option Plan”)
(together, 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.


Your option grant is intended to qualify for favorable tax and social
security contributions treatment in France under Sections L. 225-177 to L.
225-186 of the French Commercial Code, as subsequently amended.


 


	
  Optionee:

  	
   

  	
  Verigy Ltd.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
						



 



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VERIGY LTD.
2006 EQUITY INCENTIVE PLAN

SHARE OPTION AGREEMENT


	
  

  	
   

  	
  (Four Tranche - French Optionee)

  
	
   

  	
   

  	
   

  
	
  Tax Treatment

  	
   

  	
  This option is intended to be a nonstatutory stock
  option, as provided in the Notice of Share Option Grant.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  This option expires in any event at the close of
  business at Company headquarters on the day before the date that is 7 years
  after the Date of Grant, as shown in the Notice of Share Option Grant. (It
  may expire earlier if your Service terminates, as described below.)

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option becomes exercisable during the Option
  term, as shown in the Notice of Share Option Grant, as long as you remain an
  Awardee Eligible to Vest (as defined in the U.S. 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 Share Option Agreement.

  
	
   

  	
   

  	
   

  
	
  Regular Termination

  	
   

  	
  If your Service terminates for any reason except
  death, disability (as defined below), 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 as to each tranche at the close of business at
  Company headquarters on the later of (i) three months after your termination
  date or (ii) three months after the date such tranche first became
  exercisable. The Company determines when your Service terminates for this
  purpose.

  
	
   

  	
   

  	
   

  
	
  Death

  	
   

  	
  If you die before your Service terminates, this
  option will become immediately vested and exercisable in full and will expire
  at the close of business at Company headquarters on the date 6 months after
  the date of death.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  In the event of your death after cessation of
  employment but prior to the termination of the option, your heirs may
  exercise the vested options for 6 months following your death. In these
  circumstances, all unvested options will lapse upon your death.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  All vested options that are not exercised within 6
  months of your death will be forfeited. The 6-month exercise period will
  apply without regard to the term of the option.

  
	
   

  	
   

  	
   

  
	
  Disability

  	
   

  	
  If your Service terminates because of your
  disability which is defined as disability under categories 2 or 3 under
  Section L. 341-4 of the French Social Security Code, then this option will
  become immediately vested and exercisable in full and expire at the close of
  business at Company headquarters on the date 12 months after your termination
  date, or, if earlier, the expiration of the term of this option.

  
	
   

  	
   

  	
   

  
	
  Retirement

  	
   

  	
  If your Service terminates because of retirement due
  to age, the options will continue to vest for 12 months following the date of
  termination, the option shall terminate as to the shares that do not vest in
  such 12-month period and the option shall be exercisable as to the vested
  shares for one year after the date you cease to be an Awardee Eligible to
  Vest or, if earlier, the expiration of the term of the option.

  



 



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  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 or Exercisability.
  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 U.S. Plan) will always cease upon termination of employment
  with the Company or a Subsidiary or Affiliate except as provided in Article 5
  of the U.S. Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you commence working on a part-time basis, then
  the vesting schedule specified in the Notice of Share 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 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.

  



 



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  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. Notwithstanding
  any provision in the U.S. Plan to the contrary, upon exercise of an option,
  the full exercise price will be paid either in cash, by check or by credit
  transfer. Under a cashless exercise program, you may give irrevocable
  instructions to the administration service provider to properly deliver the
  option price to the Company.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes and Stock

  Withholding

  	
   

  	
  Regardless of any action the Company or your employer (the
  “Employer”) takes with respect to any or all income tax, social insurance, payroll
  tax, payment on account or other tax-related withholding (“Tax-Related
  Items”), you acknowledge that the ultimate liability for all Tax-Related
  Items legally due by you is and remains your responsibility and that the Company
  and/or the Employer (1) make no representations or undertakings
  regarding the treatment of any Tax-Related Items in connection with any
  aspect of the option grant, including the grant, vesting or exercise of the
  option, the subsequent sale of shares acquired pursuant to such exercise and
  the receipt of any dividends; and (2) do not commit to structure the terms of
  the grant or any aspect of the option to reduce or eliminate your liability
  for Tax-Related Items.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prior to exercise of the option, you will pay or
  make adequate arrangements satisfactory to the Company and/or
  the Employer to satisfy all withholding and payment on account obligations of
  the Company and/or the Employer. In this regard, you
  authorize the Company and/or the Employer to withhold all applicable
  Tax-Related Items legally payable by you from your wages or other cash
  compensation paid to you by the Company and/or the Employer,
  within legal limits, or from proceeds of the sale of shares. Finally, you
  will pay to the Company or the Employer, by means of cash, check or
  credit transfer, any amount of Tax-Related Items that the Company or
  the Employer may be required to withhold as a result of your participation in
  the Plan or your purchase of shares that cannot be satisfied by the means
  previously described. The Company may refuse to honor
  the exercise and refuse to deliver the shares if you fail to comply with your
  obligations in connection with the Tax-Related Items as described in this
  section.

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  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.

  
	
   

  	
   

  	
   

  
	
  Retention Rights

  	
   

  	
  Your option or this Share Option 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.

  



 



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  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.

  
	
   

  	
   

  	
   

  
	
  Nature of the Grant

  	
   

  	
  In accepting the grant, you acknowledge that:

  (a)   the
  Plan is established voluntarily by the Company, it is discretionary in nature
  and it may be modified, amended, suspended or terminated by the Company at
  any time, unless otherwise provided in the Plan and this Share Option
  Agreement;

  (b)   the
  grant of the option is voluntary and occasional and does not create any
  contractual or other right to receive future grants of options, or benefits
  in lieu of options, even if options have been granted repeatedly in the past;

  (c)   all
  decisions with respect to future option grants, if any, will be at the sole
  discretion of the Company;

  (d)   you
  are voluntarily participating in the Plan;

  (e)   the
  option is an extraordinary item that does not constitute compensation of any
  kind for services of any kind rendered to the Companyor the Employer, and which is outside the scope of your employment
  contract, if any;

  (f)   the
  option is not part of normal or expected compensation or salary for any
  purposes, including, but not limited to, calculating any severance,
  resignation, termination, redundancy, end of service payments, bonuses,
  long-service awards, pension or retirement benefits or similar payments and
  in no event should be considered as compensation for, or relating in any way
  to, past services for the Company or the Employer;

  (g)   in
  the event that you are not an employee of the Company, the option grant will
  not be interpreted to form an employment contract or relationship with the
  Company; and furthermore, the option grant will not be interpreted to form an
  employment contract with the Employer or any subsidiary or affiliate of the
  Company;

  (h)   the
  future value of the underlying shares is unknown and cannot be predicted with
  certainty;

  (i)   if
  the underlying shares do not increase in value, the option will have no
  value;

  (j)   if
  you exercise your option and obtain shares, the value of those shares
  acquired upon exercise may increase or decrease in value, even below the
  exercise price;

  (k)   in
  consideration of the grant of the option, no claim or entitlement to
  compensation or damages shall arise from termination of the option or
  diminution in value of the option or shares purchased through exercise of the
  option resulting from termination of your employment by the Company or the
  Employer (for any reason whatsoever and whether or not in breach of local
  labor laws) and you irrevocably release the Companyand the Employer from any such claim that may arise; if,
  notwithstanding the foregoing, any such claim is found by a court of
  competent jurisdiction to have arisen, then, by signing this

  



 



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  Share Option Agreement, you shall be deemed
  irrevocably to have waived your entitlement to pursue such claim; and

  (l)   in
  the event of termination of your employment, your right to receive the option
  and vest in the option under the Plan, if any, will terminate effective as of
  the date that you are no longer actively employed and will not be extended by
  any notice period mandated under local law (e.g.,
  active employment would not include a period of “garden leave” or similar
  period pursuant to local law); furthermore, in the event of termination of
  employment, your right to exercise the option after termination of
  employment, if any, will be measured by the date of termination of your
  active employment and will not be extended by any notice period mandated
  under local law; the Company shall have the exclusive discretion to determine
  when you are no longer actively employed for purposes of your option grant.

  
	
   

  	
   

  	
   

  
	
  Data Privacy Notice and Consent

  	
   

  	
  You
  hereby explicitly and unambiguously consent to the collection, use and
  transfer, in electronic or other form, of your
  personal data as described in this Share Option Agreement by and among, as
  applicable, your employer, the Company, its
  subsidiaries and its affiliates for the exclusive purpose of implementing,
  administering and managing your participation in the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  You understand
  that the Company and your employer may hold certain personal
  information about you, including, but not limited to,
  your name, home address and telephone number, date of
  birth, social insurance number or other identification number, salary,
  nationality, job title, any shares of stock or directorships held in the
  Company, details of all options or any other
  entitlement to shares awarded, canceled, vested, unvested or outstanding in your
  favor, for the purpose of implementing, administering and managing the Plan
  (“Data”). You understand that Data may be
  transferred to any third parties assisting in the implementation,
  administration and management of the Plan, that these recipients may be
  located in your country, or elsewhere, and that
  the recipient’s country may have different data privacy laws and protections
  than your country. You understand that you
  may request a list with the names and addresses of any potential recipients
  of the Data by contacting your local human resources
  representative. You authorize the recipients to
  receive, possess, use, retain and transfer the Data, in electronic or other
  form, for the purposes of implementing, administering and managing your
  participation in the Plan, including any requisite transfer of such Data as
  may be required to a broker, escrow agent or other third party with whom the
  shares received upon exercise of the option may
  be deposited. You understand that Data will be
  held only as long as is necessary to implement, administer and manage your
  participation in the Plan. You understand that you
  may, upon request, view Data, request additional information about the storage
  and processing of Data ,correct Data or refuse or withdraw the consents
  herein, in any case without cost, by contacting in writing your
  local human resources representative. You
  understand that refusal or withdrawal of consent may affect your
  ability to participate in the Plan. For more information on the consequences
  of your refusal to consent or withdrawal of consent, You
  understand that You may contact your
  local human resources representative.

  
	
   

  	
   

  	
   

  



 



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  Language

  	
   

  	
  If you have received this Share Option Agreement or
  any other document related to the Plan translated into a language other than
  English and if the translated version is different than the English version,
  the English version will control.

  
	
   

  	
   

  	
   

  
	
  Applicable Law

  	
   

  	
  This Share Option 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 Share
  Option Agreement by reference.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Share Option 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 Share Option Agreement may be amended only by another
  written agreement between the parties.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If one or more of the provisions of this Share
  Option Agreement shall be held invalid, illegal or unenforceable in any
  respect, the validity, legality and enforceability of the remaining
  provisions shall not in any way be affected or impaired thereby and the
  invalid, illegal or unenforceable provisions shall be deemed null and void;
  however, to the extent permissible by law, any provisions which could be
  deemed null and void shall first be construed, interpreted or revised
  retroactively to permit this Share Option Agreement to be construed so as to
  foster the intent of this Share Option Agreement and the Plan

  



 


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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