EXHIBIT 10.9.1


 


AMENDED AND RESTATED
SEVERANCE AGREEMENT


 


This Amended and Restated Severance Agreement (the “Agreement”) is entered into
this          day of
                        ,
2008 (the “Effective Date”), between
Verigy Ltd., a Singapore corporation (the “Company”), and
                              
(“Executive”), who currently serves as
[title] of the Company.


 


RECITALS


 


WHEREAS, the Company and Executive
entered into a severance agreement, dated [                        , 200  ] (the “First Severance Agreement”).


 


WHEREAS, the Company and Executive
wish to amend and restate the First Severance Agreement, and bring such terms
into compliance with Section 409A of the Internal Revenue Code (the “Code”) and the final
regulations and other official guidance thereunder, as set forth below.


 


NOW THEREFORE, in consideration of the following:


 


A.            As is the case with most, if not all,
publicly traded businesses, it is expected that the Company from time to time
may consider or may be presented with the need to consider the possibility of
an acquisition by another company or other change in control of the ownership
of the Company.  The Board of Directors
of the Company (the “Board”)
recognizes that such considerations can be a distraction to Executive and can
cause Executive to consider alternative employment opportunities or to be
influenced by the impact of a possible change in control of the ownership of
the Company on Executive’s personal circumstances in evaluating such
possibilities.  The Board has determined
that it is in the best interests of the Company and its shareholders to ensure
that the Company will have the continued dedication and objectivity of
Executive, notwithstanding the possibility, threat or occurrence of a Change of
Control of the Company.


 


B.            The
Board believes that it is in the best interests of the Company and its
shareholders to provide Executive with an incentive to continue his/her
employment and to motivate Executive to maximize the value of the Company for
the benefit of its shareholders.


 


C.            The
Board believes that it is important to provide Executive with certain benefits
upon Executive’s termination of employment in certain instances that provide
Executive with enhanced financial security and incentive and encouragement to
Executive to remain with the Company.


 


D.            At
the same time, the Board expects the Company to receive certain benefits in
exchange for providing Executive with this measure of financial security and
incentive under the Agreement. 
Therefore, the Board believes that Executive should provide various
specific commitments, which are intended to assure the Company that Executive
will not direct Executive’s skills, experience and knowledge to the detriment
of the Company for a period not to exceed the period during which payments are
being made to Executive under this Agreement.


 

















 


E.             Certain capitalized terms used in this
Agreement are defined in Article VIII.


 


The Company and Executive hereby agree as follows:


 


ARTICLE
I



EMPLOYMENT BY THE COMPANY


 


1.1          This
Agreement shall be in effect commencing on the Effective Date and ending on the
later of (i) the date when Executive ceases to be employed by the Company
for any reason or (ii) the date when all obligations of the parties under
this Agreement have been met.


 


1.2          The
Company and Executive each agree and acknowledge that Executive is employed by
the Company as an “at-will” employee and that either Executive or the Company
has the right at any time to terminate Executive’s employment with the Company,
with or without cause or advance notice, for any reason or for no reason.  This
Agreement does not constitute a contract of employment or impose on Executive
any obligation to remain as an employee or impose on the Company any obligation
(i) to retain Executive as an employee, (ii) to change the status of
Executive as an at-will employee or (iii) to change the Company’s policies
regarding termination of employment.  In
this Agreement, the Company and Executive wish to set forth the compensation
and benefits that Executive shall be entitled to receive in the event that
Executive’s employment with the Company terminates under the circumstances
described in Article II or III.


 


1.3          The
duties and obligations of the Company to Executive under this Agreement shall
be in consideration for Executive’s past services to the Company, Executive’s
continued employment with the Company, Executive’s compliance with the
obligations described in Section 5.4, and Executive’s execution of the
general waiver and release described in Section 5.5.  The Company and Executive agree that
Executive’s compliance with the obligations described in Section 5.4 and
Executive’s execution of the general waiver and release described in Section 5.5
are preconditions to Executive’s entitlement to the receipt of benefits under
this Agreement and that these benefits shall not be earned unless all such
conditions have been satisfied through the scheduled date of payment.  The Company hereby declares that it has
relied upon Executive’s commitments under this Agreement to comply with the
requirements of Article V and would not have been induced to enter into
this Agreement or to execute this Agreement in the absence of such commitments.


 


ARTICLE
II



TERMINATION BEFORE CHANGE IN CONTROL


 


2.1          Termination
without Cause. 
In the event (i) Executive’s employment with the Company and its
subsidiaries is involuntarily terminated at any time by the Company without
Cause or (ii) Executive voluntarily terminates his/her employment within
three months of the occurrence of an event constituting Good Reason and on
account of an event constituting Good Reason and, in each case, Article III
does not apply, then such termination of employment will be a Termination Event
and the Company shall pay Executive the compensation and benefits described in
this Article II, subject to Executive complying with his/her obligations
described in Sections 5.4 and 5.5 of this Agreement.


 


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2.2          Disability.  In the event Executive’s employment with the
Company and its subsidiaries terminates as a result of his/her Disability, then
Executive shall be entitled to the pro rated final period bonus described in Section 2.5,
the stock award acceleration described in Section 2.6 and the
Company-reimbursed health insurance coverage described in Section 2.7 (but
none of the other compensation and benefits described in this Article II).


 


2.3          Death.  In the event Executive’s employment with the
Company and its subsidiaries terminates as a result of his/her death, then
Executive’s survivors shall be entitled to the pro rated final period bonus
described in Section 2.5 and the stock award acceleration described in Section 2.6
(but none of the other compensation and benefits described in this Article II).


 


2.4          Salary Continuation upon Termination before Change in Control.  If a Termination Event described in Section 2.1
occurs, Executive shall receive an amount equal to the sum of Executive’s Base
Salary and Target Bonus, less any applicable withholding of federal, state,
local or foreign taxes.  Such salary and
bonus continuation shall be paid in accordance with the Company’s standard
payroll procedures in equal installments over the 12 month period following the
date of the Termination Event, with such installments beginning after the
effective date of the general waiver and release of claims entered unto between
Executive and the Company, as described in Section 5.5 below; provided,
however, that the timing of such payments shall be subject to any delay period
required under Section 5.6 of this Agreement.


 


2.5          Bonus for Final Period.  If a Termination
Event described in Section 2.1 occurs, Executive shall receive a pro rated
bonus for the performance period in which the Termination Event occurs (in
addition to the amount described in Section 2.4).  The amount of the bonus shall be equal to the
Target Bonus for the period in which the Termination Event occurred multiplied
by a fraction in which (i) the numerator is the number of days from and
including the first day of the performance period until and including the date
of the Termination Event and (ii) the denominator is the number of days in
the performance period.  Subject to any
delay period required under Section 5.6 of this Agreement, such bonus
shall be paid on the date Executive would have received the bonus if the
Termination Event had not occurred during such performance period.  Executive’s rights to the payment provided in
this Section 2.5 shall not be subject to Section 5.4.


 


2.6          Stock Award Acceleration upon Termination before Change in
Control.


 


(a)           The vested portion
of Executive’s stock options and stock appreciation rights (the “Stock Options”) that are outstanding as of the date of an
event described in Section 2.1, 2.2 or 2.3 shall be determined as
follows upon the occurrence of such event:


 


(i)            A period equal to
12 months shall be added to the actual length of Executive’s service; and


 


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(ii)           If the vested
portion of the Stock Options otherwise would be determined in increments larger
than one month, then the vesting of the Stock Options shall be prorated on the
basis of the full months of service completed by Executive since the vesting
commencement date of the Stock Options.(1)


 


(b)           The Stock Options
shall remain exercisable until the earlier of (i) the fifteen month
anniversary of the date of the Termination Event or (ii) the expiration of
each option in accordance with its original terms provided, in either case,
that Executive complies with his/her obligations under Article V of this
Agreement. The term “Stock Options”
shall not include any rights of Executive under the Company’s 2006 Employee
Shares Purchase Plan or similar plans.


 


(c)           The vested portion
of Executive’s restricted stock awards (“Restricted Stock”)
that are outstanding as of the date of an event described in Section 2.1,
2.2 or 2.3 shall be determined as follows upon the occurrence of such
event:


 


(i)            A period equal to
12 months shall be added to the actual length of Executive’s service; and


 


(ii)           If the vested
portion of the Restricted Stock otherwise would be determined in increments
larger than one month, then the vesting of the Restricted Stock shall be
prorated on the basis of the full months of service completed by Executive
since the vesting commencement date of the Restricted Stock.


 


All shares of
Restricted Stock that have not yet been delivered to Executive or his/her
designee (whether because subject to joint escrow instructions or otherwise)
shall be promptly delivered to Executive or his/her designee upon the
occurrence of an event described in Section 2.1, 2.2 or 2.3.


 


(d)           The vested portion
of Executive’s stock unit awards (the “Stock Units”)
that are outstanding as of the date of an event described in Section 2.1,
2.2 or 2.3 shall be determined as follows upon the occurrence of such
event:


 


(i)            A period equal to
12 months shall be added to the actual length of Executive’s service; and


 


(ii)           If the vested
portion of the Stock Units otherwise would be determined in increments larger
than one month, then the vesting of the Stock Units shall be prorated on the
basis of the full months of service completed by Executive since the vesting
commencement date of the Stock Units.


 


All Stock Units that have not yet
been settled shall be promptly settled, in the form specified in the relevant Stock
Unit agreements and relevant stock plans under which the Stock Units were
granted, upon the occurrence of an event described in Section 2.1, 2.2 or 2.3,
but in no event










(1) For
example, assume that Executive’s Stock Options ordinarily vest in four equal
annual installments and that Executive is subject to an event described in Section 2.1,
2.2 or 2.3 after completing 18 months of service from the vesting
commencement date.  Executive would be
vested in 18/48ths of the Stock Options for the actual period of service plus
12/48ths of the Stock Options for the added vesting provided herein, for a
total of 30/48ths vested.


 


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after the later of (i) 2 1/2 months
after the end of the Company’s fiscal year in which vesting occurs, or (ii)
March 15 following the calendar year in which vesting occurs.  Notwithstanding the foregoing, such
settlement shall be subject to any delay period required under Section 5.6 of
this Agreement. 


 


2.7          Health & Welfare Benefits Coverage.


 


(a)           Following the occurrence of a Termination
Event described in Section 2.1, to the extent permitted by the
Consolidated Omnibus Budget Reconciliation Act of 1985, as amended and codified
in Section 4980B of the Code and the regulations thereunder (“COBRA”) and by the Company’s group health insurance
policies, Executive and/or Executive’s covered dependents will be eligible to
continue their health insurance benefits at their own expense.  However, if Executive and/or Executive’s
covered dependents timely elect COBRA continuation for Executive and/or
Executive’s covered dependents, the Company shall reimburse Executive and/or
Executive’s covered dependents’ COBRA continuation premiums for group health
coverage for 12 months, provided that the Company’s obligation to make such
reimbursements shall cease immediately to the extent that Executive and/or
Executive’s covered dependents are no longer entitled by law to receive COBRA
continuation coverage.  Executive agrees
to notify a duly authorized officer of the Company in writing immediately upon
Executive’s and/or a covered dependent’s beginning to receive health benefits
from another source, or as otherwise required by COBRA.  This Section 2.7(a) provides only for the
Company’s reimbursement of COBRA continuation premiums for the periods
specified above, and does not affect the rights of Executive and/or Executive’s
covered dependents under any applicable law with respect to health insurance
continuation coverage. Such reimbursements shall be made as soon as
administratively feasible following the Company’s receipt of appropriate
documentation.


 


ARTICLE
III



TERMINATION AFTER CHANGE IN CONTROL


 


3.1          Involuntary
Termination upon or Following Change of Control.  In the event Executive’s employment with the
Company and its subsidiaries is involuntarily terminated at any time by the
Company without Cause either (i) at the time of or within 24 months
following the occurrence of a Change of Control, (ii) within three months
prior to a Change of Control, whether or not such termination is at the request
of an Acquiror, or (iii) at any time prior to a Change of Control if such
termination is at the request of an Acquiror, then such termination of
employment will be a Termination Event and the Company shall pay Executive the
compensation and benefits described in this Article III in the manner and
at the time described in Section 3.3, subject to Executive complying with
his/her obligations described in Sections 5.4 and 5.5 of this Agreement.  If the Company reasonably believes that a
Change of Control will not occur within three months following the termination
of Executive, but in fact a Change of Control does occur within three months
following such termination, Executive will be provided with the compensation
and benefits described in this Article III in the manner and at the time
described in Section 3.3.  An “Acquiror” is either a person or a member of a group of
related persons representing such group that in either case obtains effective
control of the Company in 


 


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the transaction or a group of
related transactions constituting the Change of Control.  For the elimination of doubt, in the event
Executive’s employment with the Company and its subsidiaries is involuntarily
terminated by the Company without Cause and the circumstances described in this
Section 3.1 are not applicable, then Article II will apply to such
event.


 


3.2          Voluntary
Termination For Good Reason Upon or Following Change of Control.


 


(a)           In the event
Executive voluntarily terminates his/her employment within three months of the
occurrence of an event constituting Good Reason and on account of an event
constituting Good Reason, which event occurs either (i) at the time of or
within 24 months following the occurrence of a Change of Control, (ii) within
three months prior to a Change of Control, whether or not such termination is
at the request of an Acquiror, or (iii) at any time prior to a Change of
Control if such triggering event or Executive’s termination is at the request
of an Acquiror, then such termination of employment will be a Termination Event
and the Company shall pay Executive the compensation and benefits described in
this Article III in the manner and at the time described in Section 3.3,
subject to Executive complying with his/her obligations described in Sections
5.4 and 5.5 of this Agreement.  If the
Company reasonably believes that a Change of Control will not occur within
three months following the voluntary termination for Good Reason by Executive,
but a Change of Control does in fact occur within three months following such
termination, Executive will be provided with the compensation and benefits
described in this Article III in the manner and at the time described in Section 3.3.


 


(b)           In the event
Executive voluntarily terminates his/her employment for any reason other than
on account of an event constituting Good Reason under the circumstances
described in Section 3.2(a), then such termination of employment will not be a Termination Event, Executive will
not be entitled to receive any
payments or benefits under the provisions of this Agreement, and the Company
will cease paying compensation or providing benefits to Executive as of
Executive’s termination date.


 


3.3          Lump Sum Payment upon Termination after Change in Control.


 


(a)           If a Termination
Event described in this Article III occurs, Executive shall receive an
amount equal to two times the sum of Executive’s Base Salary and Target Bonus,
less any applicable withholding of federal, state, local or foreign taxes;
provided, however, that the Company may deduct from amounts payable to
Executive pursuant to this Article III any amounts paid to Executive
pursuant to Article II.


 


(b)           The salary and
bonus amounts payable pursuant to this Article III shall be paid in a
single lump sum.  Such payments shall be
made (i) not later than immediately prior to completion of the Change of
Control where the Termination Event occurs prior to a Change of Control or (ii) within
two business days after the date of a Termination Event where the Termination
Event occurs subsequent to a Change of Control; provided that, in each case, no
payment will occur until after the effective date of the general waiver and
release of claims entered into between Executive and the Company, as described
in Section 5.5 below, and provided further that the timing of such
payments shall be subject to any delay period required under Section 5.6
of this Agreement.


 


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3.4          Bonus for Final Period.  If a Termination
Event described in this Article III occurs, Executive shall receive a pro
rated bonus for the performance period in which the Termination Event occurs
(in addition to the amount described in Section 3.3).  The amount of the bonus shall be equal to
Target Bonus for the period in which the Termination Event occurred multiplied
by a fraction in which (i) the numerator is the number of days from and
including the first day of the performance period until and including the date
of the Termination Event and (ii) the denominator is the number of days in
the performance period.  Such bonus shall
be paid at the time prescribed in Section 3.3(b).


 


3.5          Stock Award Acceleration upon Termination after Change in
Control.


 


(a)           Executive’s Stock
Options that are outstanding as of the date of a Termination Event described in
this Article III shall become fully vested upon the occurrence of such
Termination Event and exercisable so long as Executive complies with the
restrictions and limitations set forth in Article V.  The Stock Options shall remain exercisable
until the earlier of (i) the second anniversary of the date of the
Termination Event or (ii) the expiration of each option in accordance with
its original terms provided, in either case, that Executive complies with
his/her obligations under Article V of this Agreement. The term “Stock Options” shall not include any rights of Executive
under the Company’s 2006 Employee Shares Purchase Plan or similar plans.


 


(b)           Executive’s
Restricted Stock awards that are outstanding as of the date of a Termination
Event described in this Article III shall become fully vested and free
from any contractual rights of the Company to repurchase or otherwise reacquire
the Restricted Stock as a result of Executive’s termination of employment.  All shares of Restricted Stock that have not
yet been delivered to Executive or his/her designee (whether because subject to
joint escrow instructions or otherwise) shall be promptly delivered to
Executive or his/her designee upon the occurrence of a Termination Event
described in this Article III.


 


(c)           Executive’s Stock
Units that are outstanding as of the date of a Termination Event described in
this Article III shall become fully vested as a result of Executive’s
termination of employment.  All Stock
Units that have not yet been settled shall be promptly settled, in the form
specified in the relevant Stock Unit agreements and relevant stock plans under
which the Stock Units were granted, upon the occurrence of a Termination Event
described in this Article III, but
in no event later than the later of (i) 2 1⁄2 months after the end of
the Company’s fiscal year in which vesting occurs, or (ii) March 15
following the calendar year in which vesting occurs.  Notwithstanding
the foregoing, such settlement shall be subject
to any delay period required under Section 5.6 of this Agreement.


 


3.6          Health & Welfare Benefits Coverage.


 


(a)           Following
the occurrence of a Termination Event described in this Article III, to
the extent permitted by COBRA and by the Company’s group health insurance
policies, Executive and/or Executive’s covered dependents will be eligible to
continue their health insurance benefits at their own expense.  However, if Executive and/or Executive’s
covered dependents timely elects COBRA continuation for Executive and/or
Executive’s covered dependents, the Company shall reimburse Executive’s and/or
Executive’s covered 


 


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dependents’ COBRA continuation
premiums for group health coverage for 24 months, provided that the Company’s
obligation to make such reimbursements shall cease immediately to the extent
that Executive and/or Executive’s covered dependents are no longer entitled to
receive COBRA continuation coverage. 
Executive agrees to notify a duly authorized officer of the Company, in
writing, immediately upon Executive’s and/or a covered dependent’s beginning to
receive health benefits from another source, or as otherwise required by
COBRA.  This Section 3.6(a) provides only for the
Company’s reimbursement of COBRA continuation premiums for the periods
specified above.  This Section 3.6(a) does
not affect the rights of Executive or Executive’s covered dependents under any
applicable law with respect to health insurance continuation coverage.  Such reimbursement shall be made as soon as
administratively feasible following the Company’s receipt of appropriate
documentation.


 


ARTICLE
IV



TERMINATION FOR CAUSE


 


4.1          General Effect of Termination for Cause.  In the event Executive’s employment with the
Company and its subsidiaries is involuntarily terminated by the Company with
Cause at any time, whether before or after a Change of Control, then such
termination of employment will not
be a Termination Event, Executive will not be
entitled to receive any payments or benefits under the provisions of this
Agreement, and the Company will cease paying compensation or providing benefits
to Executive as of Executive’s termination date.


 


4.2          Procedure for “Cause”
Finding.


 


(a)           Prior to a Change in Control, Executive
may only be terminated for Cause if a majority of the Board then in office
determines that grounds for Cause exist. 
In the event of such determination, the Company will give Executive
notice of the finding of Cause with reasonable specificity, and will provide
Executive with a reasonable opportunity to meet with the Board to refute the
finding.


 


(1)           If
Executive elects to appear before the Board to dispute the finding, the Board
will meet with the Executive.  Following
such meeting, the Board shall reconsider its initial finding and the decision
of a majority of the Board then in office will be required to confirm the
determination that grounds for Cause exist.


 


(2)           If
Executive declines to appear before the Board to dispute the finding, then the
initial action by the Board shall constitute the determination to terminate
Executive for Cause.


 


(b)           Subsequent
to a Change in Control, the procedural requirements of Section 4.2(a) shall
apply, except that the findings of the Board must be approved by not less than
2/3rds of the directors then in office.


 


8






 












 


ARTICLE
V



LIMITATIONS AND CONDITIONS ON BENEFITS


 


5.1          Right to Benefits.  If a Termination Event does not occur,
Executive shall not be entitled to receive any benefits described in this
Agreement, except as otherwise specifically set forth herein.  If a Termination Event occurs, Executive
shall be entitled to receive the benefits described in this Agreement only if
Executive complies with the restrictions and limitations set forth in this Article V.


 


5.2          No Mitigation.  Except as otherwise specifically provided
herein, Executive shall not be required to mitigate damages or the amount of
any payment provided under this Agreement by seeking other employment or
otherwise, nor shall the amount of any payment provided for under this
Agreement be reduced by any compensation earned by Executive as a result of
employment by another employer or by retirement benefits after the date of the
Termination Event, or otherwise.


 


5.3          Withholding Taxes.  The Company shall withhold appropriate
federal, state, local or foreign income, employment and other applicable taxes
from any payments hereunder.


 


5.4          Obligations
of Executive.


 


(a)           For two years
following a Termination Event, Executive agrees not to personally solicit any
of the employees either of the Company or of any entity in which the Company
directly or indirectly possesses the ability to determine the voting of 50% or
more of the voting securities of such entity (including two-party joint
ventures in which each party possesses 50% of the total voting power of the entity)
to become employed elsewhere or provide the names of such employees to any
other company that Executive has reason to believe will solicit such employees.


 


(b)           Following the
occurrence of a Termination Event, Executive agrees to continue to satisfy his/her
obligations under the terms of the Company’s standard form of Agreement
Regarding Confidential Information and Proprietary Development previously
executed by Executive (or any comparable agreement subsequently executed by
Executive in substitution or supplement thereto).


 


(c)           Executive
acknowledges and recognizes that payments and benefits under this Agreement
will cease if, within one year following a Termination Event, Executive
(whether on Executive’s own behalf or on behalf of or in conjunction with any
person, company, business entity or other organization whatsoever), directly or
indirectly, either (i) engages in any business that is a Competitive
Business or (ii) enters the employ of, or render any services to, any
person or entity (or any division of any person or entity) that engages in a
Competitive Business.  For purposes of
this Agreement, the term “Competitive Business”
shall include any person or entity that competes with any business of the
Company or its affiliates at the time of the Termination Event (including,
without limitation, businesses that the Company or its affiliates have specific
plans at the time of the Termination Event to conduct in the future, of which
plans Executive is aware at that time) in any geographical area where the
Company or its affiliates manufacture, 


 


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sell, lease, rent, license, or otherwise
provide their products or services (including, without limitation, geographical
areas where the Company or its affiliates have specific plans at the time of
the Termination Event to engage in one or more such activities, of which plans
Executive is aware at that time). 
Notwithstanding the preceding sentence, a person or entity shall be
treated as a Competitive Business for purposes of this Agreement only if
the Company includes such person or entity (which, unless otherwise specified
by the Company, shall be considered to include all of the subsidiaries and
other affiliates of such listed person or entity) on a list to be prepared by
the Company at or shortly after the time of the Termination Event, such list is
provided to Executive, and such list includes not more than 15 persons or
entities.


 


Notwithstanding any provision in
this Agreement to the contrary, it shall not be a violation of this Section 5.4(c) if
any one or more of the following shall occur:


 


(i)            Executive
may own, directly or indirectly, solely as a passive investment, securities of
any person engaged in a Competitive Business, which securities are publicly
traded on a national or regional stock exchange or on the over-the-counter
market, if Executive (A) is not a controlling person of, or a member of a
group that controls, such person and (B) does not, directly or indirectly,
own 5% or more of any class of securities of such person.


 


(ii)           If
Executive is providing services to or for the benefit of an entity that has two
or more distinct business units, at least one of which does not constitute a
Competitive Business, Executive may provide services to such entity so long as
Executive does not provide services, directly or indirectly, to or for the
benefit of a business unit that constitutes a Competitive Business.


 


(iii)          If
Executive is providing services to or for the benefit of an entity that does
not engage in a Competitive Business, and such entity subsequently is acquired
by a person or entity that does engage in a Competitive Business, Executive may
continue such employment so long as Executive does not personally engage,
directly or indirectly, in such Competitive Business or otherwise advise or
assist such Competitive Business.


 


(d)           It is expressly
understood and agreed that although Executive and the Company consider the
restrictions contained in this Section 5.4 to be reasonable, if a final
judicial determination is made by a court of competent jurisdiction that the
time or territory or any other restriction contained in this Agreement is an
unenforceable restriction against Executive, the provisions of this Agreement
shall not be rendered void but shall be deemed amended to apply as to such
maximum time or territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable.  Alternatively, if any court of competent
jurisdiction finds that any restriction contained in this Agreement is
unenforceable, and such restriction cannot be amended so as to make it
enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.


 


(e)           Executive
acknowledges and agrees that the Company’s remedies at law for a breach or
threatened breach of any of the provisions of Section 5.4(a), (b) or (c) would
be inadequate and, in recognition of this fact, Executive agrees that, in the
event of such a breach or threatened breach, in addition to any remedies at
law, the Company, without posting any bond, shall be entitled to cease making
any payments or providing any benefit otherwise required by


 


10

















 


this Agreement and, with respect to a
breach or threatened breach of Section 5.4(a) or (b) only,
obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction, or any other equitable
remedy that may then be available.


 


5.5          Employee Release Prior to Receipt of Benefits.  Upon the occurrence of a Termination Event,
and prior to the receipt of any benefits under this Agreement on account of the
occurrence of the Termination Event, Executive shall, as of the date of the
Termination Event, execute an employee release substantially in the form
attached hereto as Exhibit A.  Such
employee release shall specifically relate to all of Executive’s rights and
claims in existence at the time of such execution relating to Executive’s
employment with the Company, but shall not include (i) Executive’s rights
under this Agreement, (ii) Executive’s rights under any employee benefit
plan sponsored by the Company, (iii) Executive’s rights to indemnification
or advancement of expenses under applicable law, the Company’s bylaws or other
governing instruments or any agreement addressing such subject matter between
Executive and the Company or (iv) any claims that cannot be released as a
matter of law.  It is understood that
Executive has 21 days (or such longer period as may be required by applicable
law) to consider whether to execute such employee release and Executive may
revoke such employee release within seven days after execution of such employee
release.  In the event Executive does not
execute such employee release within the 21-day period (or such longer period
as may be required by applicable law), or if Executive revokes such employee
release within the seven-day period, no benefits shall be payable under this
Agreement and this Agreement shall be null and void.  Nothing in this Agreement shall limit the
scope or time of applicability of such employee release once it is executed and
not timely revoked.


 


5.6          Compliance with Section 409A. 
In the event that (i) one or more payments of compensation or
benefits (and any other severance payments or benefits which may be considered
deferred compensation under Section 409A) received or to be received by
Executive pursuant to this Agreement (“Agreement Payment”)
would constitute deferred compensation subject to Section 409A of the Code
and the regulations or other authority promulgated thereunder, as amended from
time to time (“Section 409A”), and (ii) Executive
is deemed at the time of such termination of employment to be a “specified
employee” under Section 409A(a)(2)(B)(i), then such Agreement Payment
shall not be made or commence until the earlier of (i) the expiration of
the six-month period measured from the date of Executive’s “separation from
service” (as such term is at the time defined in Treasury Regulations under Section 409A)
with the Company (the “delay period”) or (ii) such earlier time permitted
under Section 409A of the Code; provided, however, that such deferral
shall only be effected to the extent required to avoid adverse tax treatment to
Executive under Section 409A, including (without limitation) the
additional 20% tax for which Executive would otherwise be liable under Section 409A(a)(1)(B) 
or any state law equivalent of Section 409A in the absence of such
deferral.  During any period in which an
Agreement Payment to Executive is deferred pursuant to the foregoing, Executive
shall be entitled to interest on the deferred Agreement Payment at a per annum
rate equal to the highest rate of interest applicable to six-month non-callable
certificates of deposit with daily compounding offered by Citibank N.A., Wells
Fargo Bank, N.A. or Bank of America on the date of such separation from
service.  Upon the expiration of the
applicable delay period, any Agreement Payment that would have otherwise been
made during that period (whether in a single sum or in installments) in the
absence of this Section 5.6 shall be paid to Executive or Executive’s
beneficiary in one lump sum, including all accrued interest, and all remaining
Agreement Payments, if any, will be payable in accordance with the payment
schedule applicable to each payment or benefit.


 


11

















 


The foregoing provisions are intended to comply with the requirements
of Section 409A so that none of the severance payments and benefits to be
provided hereunder will be subject to the additional tax imposed under Section 409A,
and any ambiguities herein will be interpreted to so comply.  The Company and Executive agree to work
together in good faith to consider amendments to this Agreement and to take
such reasonable actions which are necessary, appropriate or desirable to avoid
imposition of any additional tax or income recognition prior to actual payment
to Executive under Section 409A.


 


5.7          Golden Parachute Payments.


 


(a)           In the event that any
payment received or to be received by Executive pursuant to this Agreement or
otherwise (“Payment”) would be subject to the
excise tax imposed by Section 4999 of the Code, or any comparable federal,
state, local or foreign excise tax (such excise tax, together with any interest
and penalties, is hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an
additional payment from the Company (“Gross-Up Payment”)
in such an amount that after the payment of all taxes (including, without
limitation, any interest and penalties on such taxes and the Excise Tax) on the
Payment and on the Gross-Up Payment, Executive shall retain an amount equal to (a) the
Payment minus (b) all applicable taxes on the Payment other than the
Excise Tax.  The intent of the parties is that the Company
shall be solely responsible for, and shall pay, any Excise Tax on the Payment
and Gross-Up Payment and any income, employment and other taxes
(including, without limitation, penalties and interest) imposed on the Gross-Up
Payment (as well as any loss of tax deduction caused by the Payment or the
Gross-Up Payment).  Notwithstanding the
foregoing, in the event that Excise Taxes could be avoided by a reduction in
payments to Executive pursuant to this Agreement, the Company may reduce such
payments to bring the total payments to that amount that falls immediately
below the threshold triggering the Excise Tax, up to a total reduction not to
exceed $25,000.  Any reduction in payments and/or benefits
required by this Section 5.7 shall occur in the following order unless the
Executive elects in writing a different order prior to the date on which the
event that triggers the severance payments and benefits due hereunder occurs: (1) reduction
of cash payments; (2) cancellation of accelerated vesting of equity awards
other than stock options; (3) cancellation of accelerated vesting of stock
options; and (4) reduction of other benefits paid to the Executive.  In the event that acceleration of vesting of
equity award compensation is to be reduced, such acceleration of vesting shall
be cancelled in the reverse order of the date of grant for the Executive’s
equity awards unless the Executive elects in writing a different order for
cancellation prior to the triggering event. Any Gross-Up Payment under this
Agreement shall be made with thirty (30) days following the date in which the
related taxes are remitted to the taxing authorities by Executive.


 


(b)           Unless
the Company and Executive otherwise agree in writing, all determinations
required to be made under this Section 5.7 and the assumptions to be
utilized in arriving at such determinations shall be made in writing in good
faith by an independent tax professional designated by the Company and
reasonably acceptable to Executive (the “Independent Tax
Professional”).  For
purposes of making the calculations required by this Section 5.7, the
Independent Tax Professional may make reasonable
assumptions and 


 


12

















 


approximations concerning
applicable taxes and may rely on reasonable, good-faith interpretations
concerning the application of Sections 280G and 4999 of the
Code.  The Company and Executive shall
furnish to the Independent Tax Professional such information and documents as
the Independent Tax Professional may reasonably request in order to make a
determination under this Section 5.7. 
The Company shall bear all costs that the Independent Tax Professional
may reasonably incur in connection with any calculations contemplated by this Section 5.7.


 


ARTICLE VI



OTHER RIGHTS AND BENEFITS NOT AFFECTED


 


Nothing in the
Agreement shall prevent or limit Executive’s continuing or future participation
in any benefit, bonus, incentive or other plans, programs, policies or
practices provided by the Company and for which Executive may otherwise
qualify, nor shall anything herein limit such greater rights as Executive may
have under any agreements with the Company applicable to his/her Stock Options,
Restricted Stock, Stock Units or other equity awards; provided, however,
that any benefits provided hereunder shall be in lieu of any other severance
benefits to which Executive may otherwise be entitled, including (without
limitation) under any employment contract or severance plan,
program or arrangement.  Except as otherwise expressly provided
herein, amounts that are vested benefits or that Executive is otherwise
entitled to receive under any plan, policy, practice or program of the Company
at or subsequent to the date of a Termination Event shall be payable in
accordance with such plan, policy, practice or program.


 


ARTICLE VII



NON-ALIENATION OF BENEFITS


 


No benefit hereunder shall be subject to
anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or
charge, and any attempt to do so shall be void.


 


ARTICLE VIII


 


DEFINITIONS


 


For purposes of the Agreement, the following terms
shall have the meanings set forth below:


 


8.1          “Base
Salary” means
Executive’s annual salary (excluding bonus, any other incentive or other
payments and stock option exercises) from the Company at the time of the
occurrence of the Change of Control (if applicable) or the Termination Event,
whichever is greater.


 


8.2          “Cause” means (i) an unauthorized use or disclosure by Executive of the
Company’s confidential information or trade secrets, which use or disclosure
causes material harm to the Company, (ii) a material breach by Executive
of a material agreement between Executive and the Company, (iii) a
material failure by Executive to comply with the Company’s 


 


13

















 


written policies or rules resulting in material harm to the
Company, (iv) Executive’s conviction of, or plea of “guilty” or “no
contest” to, a felony under the laws of the United States or any State thereof
or the equivalent under the applicable laws outside of the United States, (v) Executive’s
gross negligence or willful misconduct resulting in material harm to the
Company, (vi) a continuing failure by Executive to perform assigned duties
after receiving written notification of such failure or (vii) a failure by
Executive to cooperate in good faith with a governmental or internal
investigation of the Company or its directors, officers or employees, if the
Company has requested Executive’s cooperation.


 


8.3          “Change of
Control” means:


 


(a)           The consummation of a merger or
consolidation of the Company with or into another entity or any other corporate
reorganization, if persons who were not shareholders of the Company immediately
prior to such merger, consolidation or other reorganization own immediately
after such merger, consolidation or other reorganization 50% or more of the
voting power of the outstanding securities of each of (i) the continuing
or surviving entity and (ii) any direct or indirect parent corporation of
such continuing or surviving entity;


 


(b)           The sale, transfer or other disposition
of all or substantially all of the Company’s assets;


 


(c)           A change in the composition of the Board,
as a result of which fewer than 50% of the incumbent directors are directors
who either:


 


(i)            Had
been directors of the Company on the date 24 months prior to the date of such
change in the composition of the Board (the “Original
Directors”); or


 


(ii)           Were
appointed to the Board, or nominated for election to the Board, with the
affirmative votes of at least a majority of the aggregate of (A) the
Original Directors who were in office at the time of their appointment or
nomination and (B) the directors whose appointment or nomination was
previously approved in a manner consistent with this Paragraph (ii); or


 


(d)           Any transaction as a result of which any
person is the “beneficial owner” (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934, as amended (the “Exchange
Act”)), directly or indirectly, of securities of the Company
representing at least 30% of the total voting power represented by the Company’s
then outstanding voting securities.  For
purposes of this Subsection (d), the term “person” shall have the same
meaning as when used in Sections 13(d) and 14(d) of the
Exchange Act but shall exclude (i) a trustee or other fiduciary holding
securities under an employee benefit plan of the Company or of a Parent or
Subsidiary and (ii) a corporation owned directly or indirectly by the
shareholders of the Company in substantially the same proportions as their
ownership of Shares.


 


A transaction shall not constitute a Change in Control if its sole
purpose is to change the jurisdiction of the Company’s incorporation or to
create a holding company that will be owned in substantially the same
proportions by the persons who held the Company’s securities immediately before
such transaction.


 


14

















 


8.4          “Company”
means Verigy Ltd., a Singapore corporation, and any successor thereto and its
subsidiaries; provided, however, that with respect to determining whether a
Change in Control has occurred, the term “Company” shall mean Verigy Ltd.
exclusively.


 


8.5          “Disability” means that Executive is unable to perform the
duties of his/her office with the Company or any subsidiary, and is unable to
perform substantially equivalent duties, by reason of any medically
determinable physical or mental impairment, and such
condition has lasted or can be expected to last for a continuous period of not
less than 12 months.


 


8.6          “Good Reason” means: (i) a reduction of Executive’s
rate of compensation as in effect on the Effective Date of this Agreement or,
if a Change of Control has occurred, as in effect immediately prior to the
occurrence of a Change of Control, other than reductions in Base Salary that
apply broadly to employees of the Company or reductions due to varying metrics
and achievement of performance goals for different periods under variable-pay
programs; (ii) either (A) failure to provide a package of benefits
that, taken as a whole, provides substantially similar benefits to those in
which Executive is entitled to participate as of the Effective Date (except
that employee contributions may be raised to the extent of any cost increases
related to such benefits where such increases in employee contributions are
broadly applicable to employees of the Company) or (B) any action by the
Company that would significantly and adversely affect Executive’s participation
or reduce Executive’s benefits under any of the Company’s benefit plans, other
than changes that apply broadly to employees of the Company; (iii) a
change in Executive’s duties, responsibilities, authority, job title or
reporting relationships resulting in a significant diminution of position,
excluding for this purpose an isolated, insubstantial and inadvertent action
not taken in bad faith that is remedied by the Company promptly after notice
thereof is given by Executive; (iv) a request that Executive relocate to a
worksite that is more than 25 miles from his/her prior worksite, unless
Executive accepts such relocation opportunity; (v) a failure or refusal of
a successor to the Company to assume the Company’s obligations under this
Agreement, as provided in Section 9.9 or (vi) a material breach by
the Company or any successor to the Company of any of the material provisions
of this Agreement.  [Last
Sentence  Version A:  For purposes of clause (iii) of the
immediately preceding sentence, Executive’s duties, responsibilities,
authority, job title or reporting relationships shall not be considered to be
significantly diminished (and therefore shall not constitute “Good Reason”) so
long as Executive continues to perform substantially the same functional role
for the Company as Executive performed immediately prior to the occurrence of
the Change of Control, even if the Company becomes a subsidiary or division of
another entity.] [Last Sentence  Version B:  For purposes of clause (iii) of the
immediately preceding sentence, Executive’s duties, responsibilities,
authority, job title or reporting relationships shall be considered to be
significantly diminished (and therefore shall constitute “Good Reason”) if
Executive no longer to performs substantially the same functional role for the
Company as Executive performed immediately prior to the occurrence of the
Change of Control of an entity whose equity securities are publicly traded;
provided, however, that prior to terminating his/her employment for Good Reason
under clause (iii) of the immediately preceding sentence solely as a
result of the entity for which Executive is providing services not being an
entity whose securities are publicly traded, Executive shall notify the
successor entity of his/her intention to so terminate his/her employment and
shall provide the successor entity with a reasonable period of time, not to
exceed 90 days, to negotiate terms of employment which meet Executive’s
requirements.  If, at the end of the
notice and negotiation period, the parties are unable to arrive at mutually satisfactory
terms and conditions of employment, then Executive may exercise his/her right
to termination for good reason as a result of no longer serving in a comparable
role with a company whose securities are publicly traded.]


 


 


15

















 


8.7          “Target Bonus” means:


 


(a)           With respect to a Termination Event occurring on or before October 31,
2008, the “Target Bonus” shall be an amount equal to the annualized bonus
compensation that Executive would be entitled to receive under the terms of any
applicable performance-based compensation plan in effect at the time of
Executive’s Termination Event, as set for Executive by the Compensation
Committee of the Board or other authorized body, covering the 12-month period
ending at the end of the performance period during which Executive’s
Termination Event occurs, assuming that the performance objectives are fully
met.  The “Target Bonus” amount shall
equal 100% of the target amount regardless of whether or not, or to what
degree, the actual performance objectives are met.


 


(b)           With respect to a
Termination Event occurring on or after November 1, 2008, the “Target
Bonus” shall be an amount equal to an average of the annualized bonus compensation
paid to Employee with respect to the two fiscal years of the Company most
recently preceding the date of the Termination Event; provided, however, that
if the Executive’s target bonus in the year in which the Termination Event
occurs, expressed as a percent of Executive’s Base Salary, is higher than the
percentage target bonus levels in the years used for purposes of the average,
then an equitable adjustment will be made to the prior year amounts so as to
treat Executive as if s/he were at the higher target bonus percentage for the
years used to determine the average.


 


8.8          “Termination
Event” means an involuntary termination of employment described
in Section 2.1 or 3.1(a) or a voluntary termination of
employment described in Section 3.2(a). 
No other event shall be a Termination Event for purposes of this
Agreement.


 


ARTICLE IX



GENERAL PROVISIONS


 


9.1          Interpretation.  The parties acknowledge that
Executive may serve as an officer and/director of the Company as well as an
officer and/or director of one or more of the Company’s subsidiaries.  It is the parties’ intention that, when
determining whether a Termination Event or Change of Control has occurred, the
parties will look at the facts and circumstances affecting the highest level
entity in the Company’s corporate family in which Executive plays a role.  For example, an executive officer of the
Company who also served on the Board or as an officer of one or more of the
Company’s subsidiaries will not be deemed to have experienced a change in Executive’s
duties, responsibilities, authority, job title or reporting relationships
resulting in a significant diminution of position solely as a result of the
change at the subsidiary level, i.e., changes implemented solely at the
subsidiary level but not at the higher level would not constitute Good Cause
unless the overall effect of the subsidiary-level changes resulted in a
significant diminution of overall position with the Company and its
subsidiaries taken as a whole.


 


16

















 


9.2          Subsidiaries Bound.  To the extent that Executive is
employed by a subsidiary of Verigy Ltd. and not by Verigy Ltd. itself, (i) Executive’s
Base Salary and Target Bonus shall be the amounts as so defined as payable by
Executive’s direct employer; and (ii) to the extent that Verigy Ltd.
itself is not the direct employer or otherwise paying the benefits due to
Executive under this Agreement, Verigy Ltd. shall cause the subsidiary directly
employing Executive to make provide the benefits due to Executive under this
Agreement.


 


9.3          Notices.  Any notices provided hereunder
must be in writing, and such notices or any other written communication shall
be deemed effective upon the earlier of personal delivery (including personal
delivery by facsimile) or the third day after mailing by first-class mail, to
the Company at its primary U.S. office location and to Executive at Executive’s
address as listed in the Company’s payroll records.  Any payments made by the Company to Executive
under the terms of this Agreement shall be delivered to Executive either in
person or at such address as listed in the Company’s payroll records.


 


9.4          Severability.  It is the intent of the parties to
this Agreement that, whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable
law, but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability shall not affect
any other provision or any other jurisdiction, but this Agreement shall be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provisions had never been contained herein.


 


9.5          Waiver.  If either party should waive any
breach of any provisions of this Agreement, that party shall not thereby be
deemed to have waived any preceding or succeeding breach of the same or any
other provision of this Agreement.


 


9.6          Complete
Agreement.  This Agreement, including Exhibit A,
constitutes the entire agreement between Executive and the Company and is the
complete, final and exclusive embodiment of their agreement with regard to this
subject matter; provided that (subject to any delay period required under Section 5.6)
nothing herein shall limit such greater rights as Executive may have under any
agreements with the Company applicable to his/her Stock Options, Restricted
Stock, Stock Units or other equity awards. 
This Agreement shall be deemed to be an amendment of any agreements
between Executive and the Company applicable to his/her Stock Options,
Restricted Stock, Stock Units or other equity awards to the extent that this
Agreement provides greater rights.  This
Agreement is entered into without reliance on any promise or representation
other than those expressly contained herein. 
Without limiting the foregoing, this Agreement supersedes and replaces all prior
agreements and understandings, whether written or oral, on the matters set
forth herein that may exist between Executive and the Company or its
predecessor, Agilent Technologies, Inc. or any of their respective
subsidiaries. With respect to Stock Options, Restricted Stock, Stock Units or other equity awards granted on or
after the date hereof, the acceleration of vesting provided herein will apply
to such awards except to the extent otherwise explicitly provided (which must
include reference to this Agreement) in the applicable equity award agreement.


 


17






 












9.7          Counterparts.  This Agreement may be executed in
separate counterparts, any one of which need not contain signatures of more
than one party, but all of which taken together will constitute one and the
same Agreement.


 


9.8          Headings.  The headings of the Articles and
Sections hereof are inserted for convenience only and shall neither be deemed
to constitute a part hereof nor to affect the meaning thereof.


 


9.9          Successors and Assigns.  This Agreement is
intended to bind and inure to the benefit of and be enforceable by Executive
and the Company, and their respective successors, assigns, heirs, executors and
administrators, except that Executive may not delegate any of Executive’s
duties hereunder and may not assign any of Executive’s rights hereunder without
the written consent of the Company, which consent shall not be withheld
unreasonably.  Any successor to the
Company (whether direct or indirect and whether by purchase, merger,
consolidation, liquidation or otherwise) to all or substantially all of the Company’s
business and/or assets shall assume the Company’s obligations under this
Agreement in the same manner and to the same extent as the Company would be
required to perform such obligations in the absence of a succession.  For all purposes under this Agreement, the
term “Company” shall include any successor to the Company’s business and/or
assets, whether or not such successor executes and delivers an assumption
agreement referred to in the preceding sentence or becomes bound by the terms
of this Agreement by operation of law or otherwise.


 


9.10        Amendment or Termination of this Agreement.  This Agreement may
be changed or terminated only upon the mutual written consent of the Company
and Executive.


 


9.11        Attorney Fees.  If either party
hereto brings any action to enforce such party’s rights hereunder, the
prevailing party in any such action shall be entitled to recover such party’s
reasonable attorneys’ fees and costs incurred in connection with such action.


 


9.12        Arbitration.  In order to ensure rapid and
economical resolution of any dispute that may arise under this Agreement,
Executive and the Company agree that any and all disputes or controversies
arising from or regarding the interpretation, performance, enforcement or
termination of this Agreement which cannot be resolved by good faith
negotiation between the parties shall first be submitted for non-binding
mediation.  If complete agreement cannot
be reached within 60 days after the date of submission to mediation, any
remaining issues will be submitted to the Judicial Arbitration &
Mediation Services, Inc. (“JAMS”) to be resolved by final and binding
arbitration under the its
Employment Arbitration Rules & Procedures (the “JAMS Rules”) and
California Law. Accordingly, the parties hereby agree to waive their
right to have any dispute between them under this Agreement resolved in a court
of law by a judge or jury.


 


9.13        Choice of Law.  All questions
concerning the construction, validity and interpretation of this Agreement will
be governed by the laws of the State of California.


 


9.14        Construction of Agreement.  In the event of a conflict between
the text of the Agreement and any summary, description or other information
regarding the Agreement, the text of the Agreement shall control.


 


18

















 


 


IN WITNESS WHEREOF, the parties have executed this
Agreement on the day and year written above.


 


	
  Verigy Ltd.,

  	
   

  	
  EXECUTIVE

  	
   

  
	
  a Singapore
  corporation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Signature of
  Authorized Signatory)

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Print
  Name & Title of Signatory)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Exhibit A: General Release and Agreement

  	
   

  	
   

  	
   

  



 

















 


Exhibit A


 


GENERAL
RELEASE AND AGREEMENT


 


This General Release and Agreement (the “Agreement”) is entered into
this          day of
                        ,
200   (the “Effective Date”),
between Verigy Ltd., a Singapore corporation (the “Company”), and
                              
(“Executive”).  The Agreement is part of an agreement between
Executive and Verigy Ltd. (“Verigy”) to
terminate Executive’s employment with Verigy on the terms set forth in the
Amended & Restated Severance Agreement dated
                 ,
200  , between Verigy and Executive (the “Severance
Agreement”).


 


Verigy and
Executive hereby agree as follows:


 


1.                                       Executive
agrees to attend a Functional Exit Interview on
                         ,
20    , at which time all company property and identification
will be turned in and the appropriate personnel documents will be
executed.  Thereafter, Executive agrees
to do such other acts as may be reasonably requested by Verigy in order to
effectuate the terms of this Agreement. 
Executive agrees to remove all personal effects from his/her current
office within seven days of signing this Agreement and in any event not later
than
                       ,
20    .


 


2.                                       Executive
agrees not to make any public statement or statements to the press concerning
Verigy, its business objectives, its management practices, or other sensitive
information without first receiving Verigy’s written approval.  Executive further agrees to take no action
that would cause Verigy or its employees or agents any embarrassment or
humiliation or otherwise cause or contribute to Verigy’s or any such person’s
being held in disrepute by the general public or Verigy’s employees, clients,
or customers.  Verigy agrees to take no
action that would cause Executive any embarrassment or humiliation or otherwise
cause or contribute to Executive’s being held in disrepute by the general
public or by Verigy’s employees, clients or customers.


 


3.                                       Executive,
on behalf of Executive and his/her heirs, estate, executors, administrators,
successors and assigns, does fully release, discharge, and agree to hold
harmless Verigy, its officers, agents, employees, attorneys, subsidiaries,
affiliated companies, predecessors, successors and assigns (collectively, the “Releasees”) from all actions, causes
of action, claims, judgments, obligations, damages, liabilities, costs, or
expense of whatsoever kind and character that he may have, including but not limited to:


 


a.                                       any
claims relating to employment discrimination on account of race, sex, age,
national origin, creed, disability, or other basis, whether or not arising
under the Federal Civil Rights Acts, the Age Discrimination in Employment Act (“ADEA”), California Fair Employment
and Housing Act, the Rehabilitation Act of 1973, the Americans With
Disabilities Act, any amendments to the foregoing laws, or any other federal,
state, county, municipal, foreign or other law, statute, regulation or order
relating to employment discrimination;


 

















 


b.                                      any
claims relating to pay or leave of absence arising under the Fair Labor
Standards Act, the Family Medical Leave Act, and any similar laws enacted in
California or any other jurisdiction, except as prohibited by law;


 


c.                                       any
claims for reemployment, salary, wages, bonuses, vacation pay, stock options,
acquired rights, appreciation from stock options, stock appreciation rights,
benefits or other compensation of any kind;


 


d.                                      any
claims relating to, arising out of, or connected with Executive’s employment
with Verigy, its predecessor Agilent Technologies, Inc. (“Agilent”), or their respective
subsidiaries, whether or not the same be based upon any alleged violation of
public policy; compliance (or lack thereof) with any internal policy,
procedure, practice or guideline; or any oral, written, express, and/or implied
employment contract or agreement, or the breach of any terms thereof, including
but not limited to, any implied covenant of good faith and fair dealing; or any
federal, state, county, municipal or foreign law, statute, regulation or order,
whether or not relating to labor or employment; and


 


e.                                       any
claims relating to, arising out of, or connected with any other matter or event
occurring prior to the execution of this Agreement, whether or not brought
before any judicial, administrative, or other tribunal.


 


The foregoing notwithstanding, Executive does not release any
actions, causes of action, claims, judgments, obligations, damages,
liabilities, costs or expense of whatsoever kind and character that he may have
with respect to (i) Executive’s rights under this Agreement or the
Severance Agreement, (ii) Executive’s rights under any employee benefit
plan sponsored by Agilent or Verigy or (iii) Executive’s rights to
indemnification or advancement of expenses under applicable law, the bylaws of
Agilent or Verigy, or other governing instruments or any agreement addressing
such subject matter between Executive and Agilent or Verigy.  Moreover, this release does not release claims that
cannot be released as a matter of law, including, but not limited to:  (1) Executive’s right to file a
charge with or participate in a charge by the Equal Employment Opportunity
Commission, or any other local, state, or federal administrative body or government agency that
is authorized to enforce or administer laws related to employment, against the
Company (with the understanding that any such filing or participation does not
give Executive the right to recover any monetary damages against the Company;
Executive’s release of claims herein bars Executive from recovering such
monetary relief from the Company); (2) claims under Division 3, Article 2 of the
California Labor Code (which includes California Labor Code section 2802
regarding indemnity for necessary expenditures or losses by employee); and (3) claims
prohibited from release as set forth in California Labor Code section 206.5
(specifically “any claim or right on account of wages due, or to become due, or
made as an advance on wages to be earned, unless payment of such wages has been
made”).


 


4.                                       Executive
represents and warrants that Executive has not assigned any such claim or
authorized any other person or entity to assert such claim on Executive’s
behalf.  Further, Executive agrees that
under this Agreement Executive waives any claim for damages 


 


2

















 


incurred at any time in the future
because of alleged continuing effects of past wrongful conduct involving any
such claims and any right to sue for injunctive relief against the alleged
continuing effects of past wrongful conduct involving such claims.


 


5.                                       Executive agrees not to act in any manner
that might damage the business of the Company. 
Executive further agrees that he/she will not knowingly encourage,
counsel, or assist any attorneys or their clients in the presentation or
prosecution of any disputes, differences, grievances, claims, charges, or
complaints by any third party against any of the Releasees, unless under a
subpoena or other court order to do so or as related directly to the ADEA
waiver in this Agreement.  Executive
agrees both to immediately notify the Company upon receipt of any such subpoena
or court order, and to furnish, within three (3) business days of its
receipt, a copy of such subpoena or other court order.  If approached by anyone for counsel or
assistance in the presentation or prosecution of any disputes, differences,
grievances, claims, charges, or complaints against any of the Releasees,
Executive shall state no more than that he/she cannot provide counsel or
assistance.


 


6.                                       In
entering into this Agreement, the parties have intended that this Agreement be
a full and final settlement of all matters, whether or not presently disputed,
that could have arisen between them.


 


7.                                       Executive
understands and expressly agrees that this Agreement extends to all claims of
every nature and kind whatsoever, known or unknown, suspected or unsuspected,
past or present, and all rights under Section 1542 of the California Civil
Code and/or any similar statute or law or any other jurisdiction are hereby
expressly waived. 
Such Section reads as follows:


 


“Section 1542.  A general
release does not extend to claims which the creditor does not know or suspect
to exist in his or her favor at the time of executing the release, which if
known by him or her must have materially affected his or her settlement with
the debtor.”


 


8.                                       It is
expressly agreed that the claims released pursuant to this Agreement include
all claims against individual employees of Verigy, whether or not such
employees were acting within the course and scope of their employment.


 


9.                                       Executive
understands and agrees that, as a condition of this Agreement, Executive shall
not be entitled to any employment (including employment as an independent
contractor or otherwise) with Verigy, its subsidiaries or related companies, or
any successor, and Executive hereby waives any right, or alleged right, of
employment or re-employment with Verigy. 
Executive further agrees not to apply for employment with Verigy in the
future and not to institute or join any action, lawsuit or proceeding against
Verigy, its subsidiaries, related companies or successors for any failure to
employ Executive.  In the event Executive
should secure such employment, it is agreed that such employment is voidable
without cause in the sole discretion of Verigy. 
After terminating Executive’s employment, should Executive become
employed by another company that Verigy merges with or acquires after the date
of this Agreement, Executive may continue such employment only if Verigy makes
offers of employment to all employees of the acquired or merged company.


 


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10.                                 Executive
agrees that the terms, amount and fact of settlement shall be confidential
until Verigy needs to make any required disclosure of any agreements between
Verigy and Executive.  Therefore, except
as may be necessary to enforce the rights contained herein in an appropriate
legal proceeding or as may be necessary to receive professional services from
an attorney, accountant, or other professional adviser in order for such
adviser to render professional services, Executive agrees not to disclose any
information concerning these arrangements to anyone, including, but not limited
to, past, present and future employees of Verigy, until such time of the public
filings.


 


11.                                 The
terms of this Agreement are intended by the parties as a final expression of
their agreement with respect to such terms as are included in this Agreement
and may not be contradicted by evidence of any prior or contemporaneous
agreement.  The parties further intend
that this Agreement constitutes the complete and exclusive statement of its
terms and that no extrinsic evidence whatsoever may be introduced in any
judicial or other proceeding, if any, involving this Agreement.  No modification of this Agreement shall be
effective unless in writing and signed by both parties hereto.


 


12.                                 It is
further expressly agreed and understood that Executive has not relied upon any
advice from Verigy and/or its attorneys whatsoever as to the taxability,
whether pursuant to federal, state, local or foreign income tax statutes or
regulations or otherwise, of the payments made hereunder and that Executive will
be solely liable for all tax obligations, if any, arising from payment of the
sums specified herein and shall hold Verigy harmless from any tax obligations
arising from said payment.


 


13.                                 In order to ensure rapid and economical resolution of any
dispute that may arise under this Agreement, Executive and the Company agree
that any and all disputes or controversies arising from or regarding the
interpretation, performance, enforcement or termination of this Agreement which
cannot be resolved by good faith negotiation between the parties shall first be
submitted for non-binding mediation.  If
complete agreement cannot be reached within 60 days after the date of
submission to mediation, any remaining issues will be submitted to the American
Arbitration Association to be resolved by final and binding arbitration under
the its National Rules for
the Resolution of Employment Disputes and California Law.  BY ENTERING INTO THIS AGREEMENT, EXECUTIVE
ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE’S RIGHT TO JURY TRIAL OF ANY
DISPUTE COVERED BY THIS AGREEMENT.


 


14.                                 The
following notice is provided in accordance with the provisions of Federal Law:


 


You have up to [21 days] [45 days] [NOTE USE “45” IF TERMINATION IS IN
CONNECTION WITH A “REDUCTION IN FORCE” FOR ADEA PURPOSES.] from the date this
General Release and Agreement is given to you in which to accept its terms,
although you may accept it any time within that [21-day period] [45-day period]
[NOTE USE “45-day period” IF TERMINATION IS IN CONNECTION WITH A 


 


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“REDUCTION IN FORCE” FOR ADEA PURPOSES.].  You are advised to consult with an attorney
regarding this Agreement.  You have the
right to revoke your acceptance of this Agreement at any time within seven days
from the date you sign it, and this Agreement will not become effective and
enforceable until this seven-day revocation period has expired.  To revoke your acceptance, you must send a
written notice of revocation to Verigy Ltd., Attention: Vice President and
General Counsel, by 5:00 p.m. on or before the seventh day after you sign
this Agreement.


 


EXECUTIVE FURTHER
STATES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ATTORNEY OF
EXECUTIVE’S CHOICE, THAT EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT, THAT
EXECUTIVE HAS HAD AMPLE TIME TO REFLECT UPON AND CONSIDER ITS CONSEQUENCES,
THAT EXECUTIVE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT, THAT THE ONLY
PROMISES MADE TO EXECUTIVE TO SIGN THIS AGREEMENT ARE THOSE STATED ABOVE OR IN
THE SEVERANCE AGREEMENT, AND THAT EXECUTIVE IS SIGNING THIS AGREEMENT
VOLUNTARILY.


 


[SIGNATURE PAGE
FOLLOWS]


 


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IN WITNESS
WHEREOF, this Agreement has been executed in duplicate originals on the dates
indicated below, and shall become effective as indicated above.


 


	
  Verigy Ltd.,

  	
   

  	
  EXECUTIVE

  	
   

  
	
  a Singapore
  corporation

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  (Signature of
  Authorized Signatory)

  	
   

  	
  Signature

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
  (Print
  Name & Title of Signatory)

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
   

  	
   

  
						



 


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