EXHIBIT
10.2.13


 


Amended and
Restated Four Tranche Share Option Agreement


 


VERIGY LTD. 2006 EQUITY
INCENTIVE PLAN


AMENDED &
RESTATED NOTICE OF SHARE OPTION GRANT


(FOUR TRANCHE — FRENCH OPTIONEE)


 


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


 


On
<<AwardDate>> (the “Award Date”) you were awarded an option to
purchase <<TotalShares>> Verigy Ltd. (the “Company”) ordinary
shares.  The Option is divided into four
tranches, each representing <<TrancheShares>> shares covered by the
Option.  Each tranche will be summarized
on the Award Summary page of your Smith Barney account.  Each summary (including the number of shares
and exercise price of each tranche) will be posted to your Smith Barney account
shortly after the exercise price is determined as follows:


 


Exercise
Prices(1)


 


	
  Exercise Price Per
  Share, 1st Tranche:

  	
   

  	
  $<<PericePerShare1st>>
  (The closing price of Verigy ordinary shares
  on the Date of Award;

  
	
   

  	
   

  	
   

  
	
  Exercise Price Per
  Share, 2nd Tranche:

  	
   

  	
  Closing price of Verigy
  ordinary shares on the 11th business day following Verigy’s announcement of
  financial results for the fiscal quarter ending <<2pricingdate>>(2);

  
	
   

  	
   

  	
   

  
	
  Exercise Price Per
  Share, 3rd Tranche:

  	
   

  	
  Closing price of Verigy
  ordinary shares on the 11th business day following Verigy’s announcement of
  financial results for the fiscal quarter ending <<3pricingdate>>(2); and

  
	
   

  	
   

  	
   

  
	
  Exercise Price Per
  Share, 4th Tranche:

  	
   

  	
  Closing price of Verigy
  ordinary shares on the 11th business day following Verigy’s announcement of
  financial results for the fiscal quarter ending <<4pricingdate>>(2).

  



 






(1) Except as set
forth in the accompanying Option Agreement, the exercise prices for the second,
third and fourth tranches will be equal to the greater of (A) the last
sale price of the Company’s ordinary shares on the pricing dates indicated
above or (B) 80% of the average of the last sale prices for the 20 trading
days preceding the applicable pricing date. Such prices shall be set
automatically and without any further action on the part of the Company or the
optionee.


 


(2) If such pricing
date falls during a Closed Period (as defined by Section L. 255-177 of the
French Commercial Code), then the pricing shall take place on the next trading
day following expiration of the Closed Period.


 


Vesting Schedule


 


	
  1st
  Tranche (1/4shares):

  	
   

  	
  The
  first tranche of shares subject to this option vests in 16 equal quarterly
  installments,(3) with the first installment vesting on
  <<1vestdate>>, provided that you continue to be an Awardee
  Eligible to Vest as of the applicable vesting date.

  
	
   

  	
   

  	
   

  
	
  2nd
  Tranche (1/4shares):

  	
   

  	
  The
  second tranche of shares subject to this option vests in 15 equal quarterly
  installments,(3) with the first installment vesting on
  <<2vestdate>>, provided that you continue to be an Awardee
  Eligible to Vest as of the applicable vesting date.

  
	
   

  	
   

  	
   

  
	
  3rd
  Tranche (1/4shares):

  	
   

  	
  The
  third tranche of shares subject to this option vests in 14 equal quarterly
  installments,(3) with the first installment vesting on
  <<3vestdate>>, provided that you continue to be an Awardee
  Eligible to Vest as of the applicable vesting date.

  



 

















 


	
  4th
  Tranche (1/4shares):

  	
   

  	
  The
  fourth tranche of shares subject to this option vests in 13 equal quarterly
  installments,(3) with the first installment vesting on <<4vestdate>>,
  provided that you continue to be an Awardee Eligible to Vest as of the
  applicable vesting date.

  



 






(3) No fractional
shares shall be issuable.  The number of
shares exercisable at each vesting event other than the last shall be rounded
down to the nearest whole share and the last vesting event shall cover all
shares not previously vested.


 


	
  Exercisability
  of Option

  	
   

  	
  Except as otherwise
  provided in the event of death or disability, each tranche of this option
  shall first become exercisable on that date that is four years and one day
  following the date on which the exercise price of such tranche became fixed.

  



 


                You and the Company agree that this option is
granted under and governed by the terms and conditions of the Verigy Ltd. 2006
Equity Incentive Plan and the Verigy Ltd. 2006 Equity Incentive Plan for
Options Granted to Employees in France (the “French Option Plan”) (together,
the “Plan”) and the Amended Share Option Agreement, both of which are made a
part of this document.


 


You
further agree that the Company shall cause the
shares issued upon exercise of this option to be deposited in your Smith Barney
Account and, further, that the Company may deliver electronically all documents
relating to the Plan or this option (including, without limitation,
prospectuses required by the Securities and Exchange Commission) and all other
documents that the Company is required to deliver to its security holders
(including, without limitation, annual reports and proxy statements).  You also agree that the Company may deliver
these documents by posting them on a web site maintained by the Company or by a
third party under contract with the Company. 
If the Company posts these documents on a web site, it will notify you
regarding such posting.


 


 


	
   

  	
   

  	
  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 STOCK OPTION AGREEMENT AND THE
  PLAN. 

  	
   

  	
  

  

  BY:

  	
   

  
	
   

  	
  KEITH
  L. BARNES

  
	
   

  	
  PRESIDENT
  AND  CHIEF
  EXECUTIVE OFFICER

  



 

















 


VERIGY LTD.
2006 EQUITY INCENTIVE PLAN

AMENDED AND RESTATED SHARE OPTION AGREEMENT


 


(Four
Tranche — French Optionee)


 


	
  Tax
  Treatment

  	
   

  	
  This option is intended
  to be a nonstatutory stock option.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  This option expires in
  any event at the close of business at Company headquarters on the day before
  the date that is 7 years after the Date of Grant, as shown in the Notice of
  Share Option Grant. (It may expire earlier if your Service terminates, as
  described below.)

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option becomes
  vested during the Option term, as shown in the Notice of Share Option Grant,
  as long as you remain an Awardee Eligible to Vest (as defined in the U.S.
  Plan).

   

  This option will in no
  event become vested as to additional shares after your Service has terminated
  for any reason, except as otherwise provided in the Plan, Amended Share
  Option Agreement or in that certain Equity Award Modification Agreement
  between the Company and you dated on or about September 19, 2007 (the
  “Modification Agreement”).

  
	
   

  	
   

  	
   

  
	
  Exercisabiltiy

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Regular
  Termination

  	
   

  	
  If your Service
  terminates for any reason except death, disability (as defined below), or
  retirement due to age (as defined in the Plan), then this option will expire
  at the close of business at Company headquarters on the later of (i) the
  date 90 days after your termination date or (ii) the date 90 days following
  the fourth anniversary of the date of grant, but in no event later than the
  expiration of the term of this option. The Company determines when your
  Service terminates for this purpose.

  
	
   

  	
   

  	
   

  
	
  Death

  	
   

  	
  If you die before your Service terminates, this option
  will become immediately vested and exercisable in full and will expire at the
  close of business at Company headquarters on the date 6 months after the date
  of death.

   

  In the event of your death after cessation of
  employment but prior to the termination of the option, your heirs may
  exercise the vested options for 6 months following your death. In these
  circumstances, all unvested options will lapse upon your death.

   

  All vested options that are not exercised within 6
  months of your death will be forfeited. The 6-month exercise period will
  apply without regard to the term of the option.

  
	
   

  	
   

  	
   

  
	
  Disability

  	
   

  	
  If your Service
  terminates because of your disability which is defined as disability under
  categories 2 or 3 under Section L. 341-4 of the French Social Security
  Code, then this option will become immediately vested and exercisable in full
  and expire at the close of business at Company headquarters on the date 12
  months after your termination date, or, if earlier, the expiration of the
  term of this option.

  



 

















 


	
  Retirement

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Special Provisions for
  Accelerated Pricing of Unpriced Tranches

  	
   

  	
  Notwithstanding the establishment
  of pricing dates for the 2nd, 3rd and 4th
  tranches of the award as set forth in the Notice of Stock Option Award, the
  exercise price of any previusly unpriced tranche shall be established in
  accordance with the following in the following circumstances:

   

  Change of
  Control. In the event that prior to any pricing date the Company
  or any third party publicly announces any transaction or event which, as
  announced or if consummated, would constitute a Change of Control (as defind
  in the Plan) of the Company, the per-share exercise price for each tranche of
  this option not already priced as of the date of such announcement shall
  become fixed at an amount equal to the closing price of Verigy ordinary
  shares on the 11th trading day immediately preceding such announcement.

   

  Termination of
  Employment. In the event that prior to any pricing date your Service
  (as defined in the Plan) with the Company and its affiliates shall terminate
  for any reason, then the per-share exercise price for each tranche of this
  option not already priced as of the date of such termination of Service shall
  become fixed at an amount equal to the closing price of Verigy ordinary shares
  on the last trading day immediately preceding your last day of Service.

   

  No Affect On
  Vesting or Exercisability. The Vesting provisions applicable
  to any tranche shall not be affected by a change in the timing of
  establishing the exercise price in accordance with the preceding paragraphs.

  
	
   

  	
   

  	
   

  
	
  Leaves
  of Absence and Part-Time Work

  	
   

  	
  For purposes of this
  option, your Service does not terminate when you go on a military leave, a
  sick leave or another Company approved leave of absence, and if continued
  crediting of Service is required by the terms of the leave or by applicable
  law. But your Service terminates when the approved leave ends, unless you immediately
  return to active work.

   

  Your status as an
  Awardee Eligible to Vest (as defined in the U.S. Plan) will always cease upon
  termination of employment with the Company or a Subsidiary or Affiliate
  except as provided in Article 5 of the U.S. Plan.

   

  If you commence working
  on a part-time basis, then the vesting schedule specified in the Notice of
  Share Option Grant may be adjusted in accordance with the Company’s part-time
  work policy or the terms of an agreement between you and the Company
  pertaining to your part-time schedule.

  
	
   

  	
   

  	
   

  
	
  Restrictions
  on Exercise

  	
   

  	
  The Company will not
  permit you to exercise this option if the issuance of shares at that time
  would violate any law or regulation.

  
	
   

  	
   

  	
   

  
	
  Notice
  of Exercise

  	
   

  	
  You may exercise this
  option from time to time for any number of shares for which the option is
  then exercisable, by notice in writing, electronically or by other means to,
  and as prescribed by, the Company’s equity incentive administration service
  provider (the “administration

  



 

















 


	
   

  	
   

  	
  service provider”).
  Your exercise notice will be effective and irrevocable at such time as your
  notice, method of payment and such other documentation as the administration
  service provider may require have been received by the administration service
  provider. You hereby direct the Company to deposit any shares issued upon
  exercise of the option in your Smith Barney account.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If someone else wants
  to exercise this option after your death, that person must prove to the
  Company’s satisfaction that he or she is entitled to do so.

  
	
   

  	
   

  	
   

  
	
  Form of
  Payment

  	
   

  	
  When you exercise this
  option, you must provide for payment of the option exercise price for the
  shares that you are purchasing. Notwithstanding any provision in the U.S.
  Plan to the contrary, upon exercise of an option, the full exercise price
  will be paid either in cash, by check or by credit transfer. Under a cashless
  exercise program, you may give irrevocable instructions to the administration
  service provider to properly deliver the option price to the Company.

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes and Stock Withholding

  	
   

  	
  Regardless
  of any action the Company  or your employer (the “Employer”) takes with
  respect to any or all income tax, social insurance, payroll tax, payment on
  account or other tax-related withholding (“Tax-Related Items”), you
  acknowledge that the ultimate liability for all Tax-Related Items legally due
  by you is and remains your responsibility and that the Company  and/or the Employer
  (1) make no representations or undertakings regarding the treatment of
  any Tax-Related Items in connection with any aspect of the option grant,
  including the grant, vesting or exercise of the option, the subsequent sale
  of shares acquired pursuant to such exercise and the receipt of any
  dividends; and (2) do not commit to structure the terms of the grant or
  any aspect of the option to reduce or eliminate your liability for
  Tax-Related Items.

   

  Prior to exercise of
  the option, you will pay or make adequate arrangements satisfactory to the Company  and/or the Employer to
  satisfy all withholding and payment on account obligations of the Company  and/or the Employer. In
  this regard, you authorize the Company and/or the Employer
  to withhold all applicable Tax-Related Items legally payable by you from your
  wages or other cash compensation paid to you by the Company
  and/or the Employer, within legal limits, or from proceeds of the sale of
  shares. Finally, you will pay to the Company or the Employer, by
  means of cash, check or credit transfer, any amount of Tax-Related Items that
  the Company or the Employer may be required to withhold as a
  result of your participation in the Plan or your purchase of shares that
  cannot be satisfied by the means previously described. The Company
  may refuse to honor the exercise and refuse to deliver the shares if you fail
  to comply with your obligations in connection with the Tax-Related Items as
  described in this section.

  
	
   

  	
   

  	
   

  
	
  Restrictions
  on Resale

  	
   

  	
  You agree not to sell
  any option shares at a time when applicable laws, Company policies or an
  agreement between the Company and its underwriters prohibit a sale. This
  restriction will apply as long as your Service continues and for such period
  of time after the termination of your Service as the Company may specify.

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Option

  	
   

  	
  This option may not be
  sold, pledged, assigned, hypothecated, transferred, or disposed of in any
  manner other than by the beneficiary designation, will or by the laws of
  descent or distribution and may be exercised, during your lifetime, only by
  you.

  



 

















 


	
  Retention
  Rights

  	
   

  	
  Your option or this
  Amended Share Option Agreement does not give you the right to be retained by
  the Company or a subsidiary of the Company in any capacity. The Company and
  its subsidiaries reserve the right to terminate your Service at any time.

  
	
   

  	
   

  	
   

  
	
  Stockholder
  Rights

  	
   

  	
  You, or your estate or
  heirs, have no rights as a stockholder of the Company until you have
  exercised this option by submitting the required notice in accordance with
  the provisions under “Notice of Exercise” set forth above and paying the
  exercise price and any applicable withholding taxes. No adjustments are made
  for dividends or other rights if the applicable record date occurs before you
  exercise this option, except as described in the Plan.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

  	
  In the event of a stock
  split, a stock dividend or a similar change in Company stock, the number of
  shares covered by this option and the exercise price per share may be
  adjusted pursuant to the Plan.

  
	
   

  	
   

  	
   

  
	
  Nature
  of the Grant

  	
   

  	
  In accepting the grant,
  you acknowledge that:

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

  (b) the grant of
  the option is voluntary and occasional and does not create any contractual or
  other right to receive future grants of options, or benefits in lieu of
  options, even if options have been granted repeatedly in the past;

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

  (d) you are
  voluntarily participating in the Plan;

  (e) the option
  is an extraordinary item that does not constitute compensation of any kind
  for services of any kind rendered to the Company  or the Employer, and which is outside the scope of your
  employment contract, if any;

  (f) the option
  is not part of normal or expected compensation or salary for any purposes,
  including, but not limited to, calculating any severance, resignation,
  termination, redundancy, end of service payments, bonuses, long-service
  awards, pension or retirement benefits or similar payments and in no event
  should be considered as compensation for, or relating in any way to, past
  services for the Company or the Employer;

  (g) in the event
  that you are not an employee of the Company, the option grant will not be
  interpreted to form an employment contract or relationship with the Company;
  and furthermore, the option grant will not be interpreted to form an
  employment contract with the Employer or any subsidiary or affiliate of the
  Company;

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

  (i) if the
  underlying shares do not increase in value, the option will have no value;

  (j) if you
  exercise your option and obtain shares, the value of those shares acquired
  upon exercise may increase or decrease in value, even below the exercise
  price;

  (k) in
  consideration of the grant of the option, no claim or entitlement to
  compensation or damages shall arise from termination of

  



 

















 


	
   

  	
   

  	
  the option or
  diminution in value of the option or shares purchased through exercise of the
  option resulting from termination of your employment by the Company or the
  Employer (for any reason whatsoever and whether or not in breach of local
  labor laws) and you irrevocably release the Company  and the Employer from any such claim that may arise; if,
  notwithstanding the foregoing, any such claim is found by a court of
  competent jurisdiction to have arisen, then, by signing this Amended Share
  Option Agreement, you shall be deemed irrevocably to have waived your entitlement
  to pursue such claim; and

  (l) in the event
  of termination of your employment, your right to receive the option and vest
  in the option under the Plan, if any, will terminate effective as of the date
  that you are no longer actively employed and will not be extended by any notice
  period mandated under local law (e.g.,
  active employment would not include a period of “garden leave” or similar
  period pursuant to local law); furthermore, in the event of termination of
  employment, your right to exercise the option after termination of
  employment, if any, will be measured by the date of termination of your
  active employment and will not be extended by any notice period mandated
  under local law; the Company shall have the exclusive discretion to determine
  when you are no longer actively employed for purposes of your option grant.

  
	
   

  	
   

  	
   

  
	
  Data
  Privacy Notice and Consent

  	
   

  	
  You hereby
  explicitly and unambiguously consent to the collection, use and transfer, in
  electronic or other form, of your personal data as
  described in this Amended Share Option Agreement by and among, as applicable,
  your employer, the Company, its subsidiaries and
  its affiliates for the exclusive purpose of implementing, administering and
  managing your participation in the Plan.

   

  You understand that
  the Company and your employer may hold certain
  personal information about you, including, but not
  limited to, your name, home address and telephone
  number, date of birth, social insurance number or other identification
  number, salary, nationality, job title, any shares of stock or directorships
  held in the Company, details of all options or any
  other entitlement to shares awarded, canceled, vested, unvested or
  outstanding in your favor, for the purpose of
  implementing, administering and managing the Plan (“Data”). You understand that Data may be transferred to any third
  parties assisting in the implementation, administration and management of the
  Plan, that these recipients may be located in your
  country, or elsewhere, and that the recipient’s country may have different
  data privacy laws and protections than your
  country. You understand that you
  may request a list with the names and addresses of any potential recipients
  of the Data by contacting your local human
  resources representative. You authorize the
  recipients to receive, possess, use, retain and transfer the Data, in
  electronic or other form, for the purposes of implementing, administering and
  managing your participation in the Plan, including
  any requisite transfer of such Data as may be required to a broker, escrow
  agent or other third party with whom the shares received upon exercise of the option may be deposited. You
  understand that Data will be held only as long as is necessary to implement,
  administer and manage your participation in the
  Plan. You understand that you
  may, upon request, view Data, request additional information about the
  storage and processing of Data ,correct Data or refuse or withdraw the
  consents herein, in any case without cost, by contacting in writing your local human resources representative. You understand that refusal or withdrawal of consent may
  affect your ability to participate in the Plan. For
  more information on the consequences of your
  refusal to consent or withdrawal of consent, You
  understand that You may contact your local human resources representative.

  



 

















 


	
  Language

  	
   

  	
  If you have received
  this Amended Share Option Agreement or any other document related to the Plan
  translated into a language other than English and if the translated version
  is different than the English version, the English version will control.

  
	
   

  	
   

  	
   

  
	
  Applicable
  Law

  	
   

  	
  This Amended Share
  Option Agreement shall be governed by, and construed in accordance with, the
  laws of the Republic of Singapore (except its choice-of-law provisions).

  
	
   

  	
   

  	
   

  
	
  The
  Plan and Other Agreements

  	
   

  	
  The text of the Plan is
  incorporated in this Amended Share Option Agreement by reference.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If one or more of the
  provisions of this Amended Share Option Agreement shall be held invalid,
  illegal or unenforceable in any respect, the validity, legality and
  enforceability of the remaining provisions shall not in any way be affected
  or impaired thereby and the invalid, illegal or unenforceable provisions
  shall be deemed null and void; however, to the extent permissible by law, any
  provisions which could be deemed null and void shall first be construed,
  interpreted or revised retroactively to permit this Amended Share Option
  Agreement to be construed so as to foster the intent of this Amended Share
  Option Agreement and the Plan

  



 


BY CLICKING ON THE
“ACCEPT” BUTTON ON THE SCREEN TITLED “STEP 3: 
CONFIRM THE REVIEW/ACCEPTANCE OF YOUR AWARD.”  YOU AGREE TO BE BOUND BY THIS AMENDED SHARE
OPTION AGREEMENT AND THE PLAN.