EXHIBIT 10.2.8


 


Amended and Restated Share Unit Award Agreement


 


VERIGY LTD. 2006 EQUITY INCENTIVE PLAN


 


AMENDED & RESTATED NOTICE OF SHARE UNIT AWARD


 


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


 


You have been granted units representing 8,334
Ordinary Shares of Verigy Ltd. (the “Company”). Your award is summarized on the
Award Summary page of your Smith Barney account.


 


The first 50% of the units subject to this award
vest on June 12, 2008 and an additional 25% of the units
subject to this award vest on each of June 12, 2009 and June 12,
2010, provided that you continue to be an Awardee Eligible to Vest (as defined
in the U.S. Plan) as of each such date.


 


You and the Company agree that these units are
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 Awards Granted to Employees in France (the “French Share
Units Plan”) (together, the “Plan”), the Amended Share Unit Agreement (of which
this notice is a part), and the Award Summary.


 


These units are intended to be a grant of a French
qualified RSU which qualifies for favorable tax and social security
contributions treatment in France under Section L. 225-197-1 to L.
225-197-5 of the French Commercial Code, as amended.


 


You further agree that the Company shall cause the
shares issued upon payment of your units to be deposited in your Smith Barney
account, and, further, that the Company
may deliver electronically all documents relating to the Plan or this award
(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 UNIT AGREEMENT AND THE PLAN.

  	
   

  	
  VERIGY LTD.

   

   

  By: Keith L. Barnes

         President and
  Chief Executive Officer

  



 

















 


VERIGY LTD. 2006 EQUITY INCENTIVE PLAN


AMENDED & RESTATED SHARE UNIT AGREEMENT


 


For Awardees located in France


 


	
  Payment for Units

  	
   

  	
  No payment is required for the units that you are
  receiving.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  The units vest in installments, as shown in the
  Amended and Restated Notice of Share Unit Award, as long as you remain an
  Awardee Eligible to Vest (as defined in the Plan).

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  No additional units vest after your Service has
  terminated for any reason, except as otherwise provided in the Plan, this
  Amended Share Unit Agreement or in that certain Equity Award Modification
  Agreement between the Company and you dated on or about September 19,
  2007 (the “Modification Agreement”)..

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding any provision in the U.S. Plan to
  the contrary, in the event of your death while employed by the Company or its
  French Subsidiary, on the date of death, your units shall become fully
  vested. Your heirs may request issuance of the underlying shares within six
  months of your death. However, your heirs must comply with the restrictions
  on sale as set forth under the French Share Units Plan to the extent and as
  long as applicable under French law.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If your Service is terminated because of
  retirement (as defined in the Plan), or total and permanent disability, which
  is defined as disability under categories 2 or 3 under Section L. 341-4
  of the French Social Security Code, your units are subject to certain vesting
  acceleration provisions as provided in the U.S. Plan.

  



 

















 


	
  Forfeiture

  	
   

  	
  If your Service terminates for any reason, then
  your units will be forfeited to the extent that they have not vested before
  the termination date and do not vest as a result of the termination. This
  means that the units will immediately be cancelled. You receive no payment
  for units that are forfeited.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company determines when your Service
  terminates for this purpose.

  
	
   

  	
   

  	
   

  
	
  Leaves of Absence and  Part-Time Work

  	
   

  	
  For purposes of this award, 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 applicable law, the Company’s leave of absence policy or the terms of your
  leave. But your Service terminates when the approved leave ends, unless you
  immediately return to active work.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Your status as an Awardee Eligible to Vest will
  cease upon termination of employment with the Company or a Subsidiary or
  Affiliate except as provided in Article 8 of the Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Nature of Units

  	
   

  	
  Your units are mere bookkeeping entries. They
  represent only the Company’s unfunded and unsecured promise to issue Ordinary
  Shares on a future date. As a holder of units, you have no rights other than
  the rights of a general creditor of the Company.

  
	
   

  	
   

  	
   

  
	
  No Voting Rights or  Dividends

  	
   

  	
  Your units carry neither voting rights nor rights
  to cash dividends or dividend equivalent payments on the units and no cash
  dividends or dividend equivalents will accrue during the period between the
  grant date and the issuance date. You have no rights as a shareholder of the
  Company unless and until your units are settled by issuing Ordinary Shares of
  the Company’s stock.

  



 

















 


	
  Units Nontransferable

  	
   

  	
  You may not sell, transfer, assign, pledge or
  otherwise dispose of any units. For instance, you may not use your units as
  security for a loan.

  
	
   

  	
   

  	
   

  
	
  Settlement of Units

  	
   

  	
  Each of your units will be settled when it vests,
  unless you and the Company have agreed to a later settlement date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  At the time of settlement, you will receive one
  share of the Company’s Ordinary Shares for each vested unit.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes

  	
   

  	
  Regardless of any action the Company or your
  actual employer takes with respect to any or all income tax (including
  federal, state and local taxes), 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 your
  actual employer (i) make no representations or undertakings regarding
  the treatment of any Tax Related Items in connection with any aspect of the
  units, including the grant of the units, the vesting of units, the conversion
  of the units into shares or the receipt of an equivalent cash payment, the
  subsequent sale of any shares acquired at vesting and the receipt of any
  dividends; and (ii) do not commit to structure the terms of the grant or
  any aspect of the units to reduce or eliminate your liability for Tax Related
  Items.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prior to the issuance of shares upon vesting of
  the units or the receipt of an equivalent cash payment, you shall pay, or
  make adequate arrangements satisfactory to the Company or to your actual
  employer (in their sole discretion) to satisfy all withholding and payment on
  account obligations of the Company and/or your actual employer. In this
  regard, you authorize the Company or your actual employer to withhold all
  applicable Tax Related Items legally payable by you from your wages or other
  cash compensation payable to you by the Company or your actual employer,
  within legal limits, or from any equivalent cash payment received upon
  vesting of the units. You shall pay to the Company or to your actual
  employer, by means of cash check or credit transfer, any amount of Tax
  Related Items that the Company or your actual employer may be required 

  



 

















 


	
   

  	
   

  	
  to withhold as a result of your receipt of units,
  the vesting of units, the receipt of an equivalent cash payment, or the
  conversion of vested units to shares that cannot be satisfied by the means
  previously described. The Company may refuse to deliver shares to you if you
  fail to comply with your obligation in connection with the Tax Related Items
  as described herein.

  
	
   

  	
   

  	
   

  
	
  Restrictions on Resale

  	
   

  	
  You may not sell or transfer the shares issued
  pursuant to the share units prior to the second anniversary of each vesting
  date or such other period as is required to comply with the minimum mandatory
  holding period applicable to shares underlying French-qualified awards under
  Section L. 225-197-1 of the French Commercial Code, as amended. In
  addition, the underlying shares cannot be sold during certain “Closed Periods”
  as provided for by Section L. 225-197-1 of the French Commercial Code,
  as amended, so long as those Closed Periods are applicable to shares
  underlying French-qualified awards.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  You agree not to sell any 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.

  
	
   

  	
   

  	
   

  
	
  No Retention Rights

  	
   

  	
  Your award or this Amended Share Unit 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.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of a stock split, a stock dividend or
  a similar change in Company stock, the number of your units will be adjusted
  accordingly, as the Company may determine pursuant to the Plan.

  



 

















 


	
  Nature of Grant

  	
   

  	
  In accepting the award, you acknowledge that:

   

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

   

  (b) the award of units is voluntary and
  occasional and does not create any contractual or other right to receive
  future awards of units, or benefits in lieu of units even if units have been
  awarded repeatedly in the past;

   

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

   

  (d) your participation in the Plan is
  voluntary;

   

  (e) the units are an extraordinary item that
  does not constitute compensation of any kind for services of any kind
  rendered to the Company or to your actual employer, and units are outside the
  scope of your employment contract, if any;

   

  (f) the units are not part of normal or
  expected compensation or salary for any purposes, including, but not limited
  to, calculation of any severance, resignation, termination, redundancy, end
  of service payments, bonuses, long-service awards, pension or retirement
  benefits or similar payments;

   

  (g) neither the units nor any provision of
  this Amended Share Unit Agreement, the Plan or the policies adopted pursuant
  to the Plan confer upon you any right with respect to employment or
  continuation of current employment, and in the event that you are not an
  employee of the Company or any subsidiary of the Company, the units shall not
  be interpreted to form an employment contract or relationship with the
  Company or any subsidiary of the Company;

   

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

   

  (i) if you receive shares, the value of such
  shares acquired on vesting of units may increase or decrease in value;

   

  (j) no claim or entitlement to compensation
  or damages arises from termination of units, and no claim or entitlement to
  compensation or damages shall arise from any diminution in value of the units
  or shares received

  



 

















 


	
   

  	
   

  	
  upon vesting of units resulting from termination
  of your Service by the Company or your actual employer (for any reason
  whatsoever and whether or not in breach of local labor laws) and you
  irrevocably release the Company and your actual 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 Unit Agreement, you shall be deemed irrevocably to have waived
  your entitlement to pursue such claim; and

   

  (k) in the event of involuntary termination
  of your Service, your right to receive units and vest 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
  involuntary termination of Service, your right to receive shares pursuant to
  the units after termination of Service, if any, will be measured by the date
  of termination of your active Service and will not be extended by any notice
  period mandated under local law.

  
	
   

  	
   

  	
   

  
	
  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 Unit 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, other identification
  number, salary, nationality, job title, any shares of stock or directorships
  held in the Company, details of all units 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 vesting of the units
  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 Unit
  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 Unit 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 Amended Share Unit Agreement, the Award
  Summary and the Plan, together with the Modification Agreement, constitute the entire understanding between you and the Company
  regarding this award. Any prior agreements, commitments or negotiations
  concerning this award, except for the Modification Agreement, are superseded. This Amended Share Unit Agreement may be amended only
  by another written agreement between the parties.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If one or more of the provisions of this Amended
  Share Unit 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 Unit Agreement to be construed so
  as to foster the intent of this Amended Share Unit 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 UNIT AGREEMENT, AND THE PLAN.