EXHIBIT 10.2.7


 


Amended and Restated Share Option Agreement


 


VERIGY LTD. 2006 EQUITY INCENTIVE PLAN


AMENDED & RESTATED NOTICE OF SHARE OPTION
GRANT


 


For
Awardees located in France


 


Effective
as of March 6, 2008, this Amended & Restated Notice of Share Option
Grant and Amended & Restated Share Option Agreement (together, the “Amended
Share Option Agreement”) amend and replace in their entirety that certain
Notice of Share Option Grant and Verigy Ltd. 2006 Equity Incentive Plan Share
Option Agreement dated June 12, 2006.


 


You
have been granted an option to purchase 62,500 Ordinary Shares of Verigy Ltd.
(the “Company”) at the exercise price of $15.00 per share.  Your option is summarized on the Award
Summary page of your Smith Barney account.


 


Your
option becomes vested with respect to 25% of the Shares subject to your option
on each of the following dates, provided that you continue to be an Awardee
Eligible to Vest (as defined in the U.S. Plan) as of each such date: June 12,
2007; June 12, 2008; June 12, 2009 and June 12, 2010.


 


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 and the
Verigy Ltd. 2006 Equity Incentive Plan for Options Granted to employees in
France (the “French Option Plan”) (together, the “Plan”), the Amended and
Restated Share Option Agreement (of which this notice is a part), and the Award
Summary.


 


Except as otherwise provided in the event of death or
disability, this option shall first become exercisable on that date that is
four years and one day from the date of grant.


 


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.


 


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 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 AMENDED SHARE
  AGREEMENT AND THE PLAN.

  	
   

  	
  VERIGY LTD.

   

   

  By: Keith L. Barnes

  President and Chief Executive Officer

  



 

















 


VERIGY LTD. 2006 EQUITY INCENTIVE PLAN


AMENDED & RESTATED SHARE OPTION AGREEMENT


 


	
  Tax Treatment

  	
   

  	
  This option is intended to be a nonstatutory stock option.

  
	
   

  	
   

  	
   

  
	
  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.)

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option becomes vested 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 vested for additional
  shares after your Service has terminated for any reason, except as otherwise
  provided in the Plan, Amended Share Option Agreement or in that certain
  Equity Award Modification Agreement between the Company and you dated on or
  about September 17, 2007 (the “Modification Agreement”).

  
	
   

  	
   

  	
   

  
	
  Exercisability

  	
   

  	
  Except as otherwise provided in
  the event of death or disability, this option shall first become exercisable
  on that date that is four years and one day from the date of grant.

  
	
   

  	
   

  	
   

  
	
  Regular Termination

  	
   

  	
  If your Service terminates for any reason except death,
  disability (as defined below), or retirement due to age (as defined in the
  Plan), then this option will expire at the close of business at Company
  headquarters on the later of (i) the date 90 days after your termination
  date or (ii) the date 90 days following the fourth anniversary of the
  date of grant, but in no event later than 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 (as defined in the Plan), then
  (i) the vested portion of this option will be determined by adding
  twelve months to your length of service and (ii) the option will expire
  at the close of business at Company headquarters on the later of (A) the
  date twelve months after your termination date or (B) the date twelve
  months following the fourth anniversary of the date of grant, but in no event
  later than the expiration of the term of this 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 proscribed 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.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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 Amended 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 Amended 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 Company or 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 Company and 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 Amended 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 Amended 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, 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, at any time, view
  Data, request additional information about the storage and processing of
  Data, require any necessary amendments to 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 Amended 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
  Amended 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 Amended Share Option Agreement by reference.

  



 

















 


	
   

  	
   

  	
  This
  Amended Share Option Agreement and the Plan, together with the Modification
  Agreement constitute the entire understanding between you and the Company
  regarding this option. Any prior agreements, commitments or negotiations
  concerning this option, except for the Modification Agreement, are
  superseded. This Amended Share Option Agreement may be amended only by
  another written agreement between the parties.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If
  one or more of the provisions of this Amended 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 Amended Share
  Option Agreement to be construed so as to foster the intent of this Amended
  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
AMENDED SHARE OPTION AGREEMENT AND THE PLAN.