Exhibit
10.2.5


Non US Option
Agreement Revised December 2006


VERIGY LTD. 2006 EQUITY INCENTIVE PLAN

NOTICE OF SHARE OPTION GRANT


For Awardees located outside the United States


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 with respect to the
first <<vesting percentage>> of the Shares subject to your option
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, your
option becomes exercisable with respect to an additional <<vesting
percentage>> of the Shares subject to this option 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 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


For Awardees located outside the United States


	
  Tax Treatment

  	
   

  	
  This option is intended to be a nonstatutory stock
  option.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option becomes exercisable in installments,
  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 Plan). In
  addition, this option is 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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.

  
	
   

  	
   

  	
   

  
	
  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 Grant, as shown
  in the Award Summary. (It may expire earlier if your Service terminates, as
  described below.)

  
	
   

  	
   

  	
   

  
	
  Regular Termination

  	
   

  	
  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
  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.

  
	
   

  	
   

  	
   

  
	
  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 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 (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.

  
	
   

  	
   

  	
   

  
	
  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

  	
   

  	
  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
  or from proceeds of the sale of shares. Alternatively, or in addition, if
  permissible under local law, the Company may (1) sell or
  arrange for the sale of shares that you acquire to meet the withholding
  obligation for 

  



 









 



 


	
  

  	
   

  	
  Tax-Related Items, and/or (2) withhold in shares,
  provided that the Company only withholds the
  amount of shares necessary to satisfy the minimum withholding amount.
  Finally, you will pay to the Company or the Employer 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, 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.

  
	
   

  	
   

  	
   

  
	
   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 (whether or not in breach of local labor laws), 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 (whether or not in
  breach of local labor laws), 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, together with the Award
  Summary 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

  



 


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.