EXHIBIT 10.2.15


 


Amended and Restated
Share Unit Award Agreement


 


VERIGY LTD. 2006 EQUITY INCENTIVE
PLAN


AMENDED AND RESTATED NOTICE OF
SHARE UNIT AWARD


 


(For
Awardees located in France)


 


Effective as of March 6, 2008, this Amended and
Restated Notice of Share Unit Award and Amended and 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, each dated December 13, 2006.


 


You have been granted units representing 14,600
Ordinary Shares of Verigy Ltd. (the “Company”).


 


Your award vests in accordance with the following
schedule: The first 50% of your units vest on December 13, 2008;
thereafter, an additional 6.25% of your units vest at the end of each 3 months,
provided, in each case, that you continue to be an Awardee Eligible to Vest as
of such date.  Shares issued upon vesting
are subject to resale restrictions as set forth in the accompanying Amended
Share Unit Agreement (of which this Notice is a part).


 


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”), and the Amended Share Unit Agreement (of which this notice
is a part).


 


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.


 


	
   

  	
   

  	
  VERIGY
  LTD.

  
	
  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.

  	
   

  	
  

  

  By:

  	
   

  
	
   

  	
  Keith L. Barnes

  
	
   

  	
  President and Chief
  Executive Officer

  



 

















 


VERIGY LTD. 2006 EQUITY INCENTIVE PLAN

AMENDED AND 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).

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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. 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. You agree that the Company shall cause the
  shares to be deposited in your Smith Barney Account. But the Company, at its
  sole discretion, may substitute an equivalent amount of cash if the
  distribution of stock is not reasonably practicable due to the requirements
  of applicable law. The amount of cash will be determined on the basis of the
  market value of the Company’s Ordinary Shares at the time of settlement.

  



 

















 


	
  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 or from any equivalent cash payment
  received upon vesting of the units. Alternatively, or in addition, if
  permissible under local law, the Company or your actual employer may, in
  their sole discretion, (i) sell or arrange for the sale of shares to be
  issued on the vesting of the units to satisfy the
  withholding or payment on account obligation, and/or (ii) withhold in
  shares, provided that the Company and your actual employer shall withhold
  only the amount of shares necessary to satisfy the minimum withholding
  amount. You shall pay to the Company or to your
  actual employer 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 or Company
  policies 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, with or without cause.

  
	
   

  	
   

  	
   

  
	
  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 the 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;

  (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 (whether
  or not in breach of local labor laws), 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 (whether or not in breach of
  local labor laws), 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, social insurance number or 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, upon request, view Data, request additional information about the
  storage and processing of Data, correct Data or refuse or withdraw the
  consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand that refusal or withdrawal of consent may
  affect your ability to participate in the Plan. For
  more information on the consequences of your
  refusal to consent or withdrawal of consent, You
  understand that You may contact your local human resources representative.

  



 

















 


	
  Language

  	
   

  	
  If
  you have received this 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 Amended Share Unit Agreement by
  reference.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This
  Amended Share Unit Agreement 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.