Exhibit
10.2.7


France Option
Agreement Revised December 2006


VERIGY LTD.
2006 EQUITY INCENTIVE PLAN

NOTICE OF SHARE OPTION GRANT


For
Awardees located in France


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.


This option
becomes vested and exercisable with respect to all of the Shares subject to
this option when you complete 4 years of continuous “Service” (as defined in
the U.S. Plan) as an “Awardee Eligible to Vest” (as defined in the U.S. Plan)
from the date of this award.  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 “U.S. 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 Share Option Agreement, both of which
are attached to and made a part of this document.


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.


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:

  	
   

  	
   

  










 
  



VERIGY LTD.
2006 EQUITY INCENTIVE PLAN

SHARE OPTION AGREEMENT


For
Awardees located in France


	
  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 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.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.

  
	
   

  	
   

  	
   

  
	
  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 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.

  
	
   

  	
   

  	
   

  
	
  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.