EXHIBIT
10.2.11


 


Amended And
Restated France RSU Replacement Grant


 


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 October 31, 2006.


 


In connection with the separation of Verigy Ltd. (the “Company”),
Agilent Technologies, Inc. (“Agilent”) cancelled your unvested Agilent
employee stock option awards held by you as of October 31, 2006, and the
Company has granted you units representing 43,837 Ordinary Shares of Verigy
Ltd. (the “Company”).  Your grant is
summarized on the Award Summary page of your Smith Barney account.


 


Your units vest when you complete 24 months of
continuous “Service” (as defined in the Plan) as an “Awardee Eligible to Vest”
(as defined in the Plan) from the date of grant.


 


You and the Company agree that these units are granted
under and governed by the terms and conditions of the Verigy Ltd. 2006 Equity
Incentive Plan (the “U.S. Plan”) and the Verigy Ltd. 2006 Equity Incentive Plan
for Awards Granted to Employees in France (the “French Share Units Plan”)
(together, the “Plan”), the Amended Share Unit Agreement (of which this notice
is a part) and the Award Summary.


 


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


 


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


 


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

  	
   

  	
  VERIGY LTD.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Keith L. Barnes

  President and Chief Executive Officer

  



 


 

















 


VERIGY LTD. 2006 EQUITY INCENTIVE PLAN

AMENDED 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 when you complete 24 months of continuous “Service” (as defined in
  the Plan) as an “Awardee Eligible to Vest” (as defined in the Plan) from the
  date of grant.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  



 

















 


	
  Forfeiture

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The
  Company determines when your Service terminates for this purpose.

  
	
   

  	
   

  	
   

  
	
  Leaves of Absence and Part-Time Work

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Nature of Units

  	
   

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

  
	
   

  	
   

  	
   

  
	
  No Voting Rights or Dividends

  	
   

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

  



 

















 


	
  Units Nontransferable

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Settlement of Units

  	
   

  	
  Each
  of your vested 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.

  
	
   

  	
   

  	
   

  
	
  Withholding Taxes

  	
   

  	
  Regardless of any action the Company or your actual employer takes with
  respect to any or all income tax (including federal, state and local taxes),
  social insurance, payroll tax, payment on account or other tax-related
  withholding (“Tax Related Items”), you acknowledge that the ultimate
  liability for all Tax Related Items legally due by you is and remains your
  responsibility and that the Company and/or your actual employer (i) make
  no representations or undertakings regarding the treatment of any Tax Related
  Items in connection with any aspect of the units, including the grant of the
  units, the vesting of units, the conversion of the units into shares or the
  receipt of an equivalent cash payment, the subsequent sale of any shares
  acquired at vesting and the receipt of any dividends; and (ii) do not
  commit to structure the terms of the grant or any aspect of the units to
  reduce or eliminate your liability for Tax Related Items.

   

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

  



 

















 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Restrictions on Resale

  	
   

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

   

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

  
	
   

  	
   

  	
   

  
	
  No Retention Rights

  	
   

  	
  Neither
  your award nor this Amended Share Unit Agreement gives you the right to be
  retained by the Company or a subsidiary of the Company in any capacity. The
  Company and its subsidiaries reserve the right to terminate your Service at
  any time.

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

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

  



 

















 


	
  Nature of 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 a one-time occurrence being made in
  connection with the Company’s separation from Agilent Technologies and does
  not create any contractual or other right to receive future awards of units,
  or benefits in lieu of units even if units have been awarded repeatedly in
  the past;

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

  (d) your participation in the Plan is voluntary;

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

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

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

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

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

  (j) no claim or entitlement to compensation or damages arises from
  termination of units, and no claim or entitlement to compensation or damages
  shall arise from any diminution in value of the units or shares received upon
  vesting of units resulting from termination of your Service by the Company or
  your actual employer (for any reason whatsoever and whether or not in breach
  of local labor laws) and you

  



 

















 


	
   

  	
   

  	
  irrevocably
  release the Company and your actual employer from any such claim that may arise;
  if, notwithstanding the foregoing, any such claim is found by a court of
  competent jurisdiction to have arisen, then, by signing this Amended Share
  Unit Agreement, you shall be deemed irrevocably to have waived your
  entitlement to pursue such claim; and

  (k) in the event of involuntary termination of your Service, your
  right to receive units and vest under the Plan, if any, will terminate
  effective as of the date that you are no longer actively employed and will
  not be extended by any notice period mandated under local law (e.g., active
  employment would not include a period of “garden leave” or similar period
  pursuant to local law); furthermore, in the event of involuntary termination
  of Service, your right to receive shares pursuant to the units after termination
  of Service, if any, will be measured by the date of termination of your
  active Service and will not be extended by any notice period mandated under
  local law.

  
	
   

  	
   

  	
   

  
	
  Data Privacy Notice and Consent

  	
   

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

   

  You understand that the Company and your
  employer may hold certain personal information about you,
  including, but not limited to, your name, home
  address and telephone number, date of birth, other identification number,
  salary, nationality, job title, any shares of stock or directorships held in
  the Company, details of all units or any other
  entitlement to shares awarded, canceled, vested, unvested or outstanding in your favor, for the purpose of implementing, administering
  and managing the Plan (“Data”). You understand that
  Data may be transferred to any third parties assisting in the implementation,
  administration and management of the Plan, that these recipients may be
  located in your country, or elsewhere, and that the
  recipient’s country may have different data privacy laws and protections than
  your country. You
  understand that you may request a list with the
  names and addresses of any potential recipients of the Data by contacting your local human resources

  



 

















 


	
   

  	
   

  	
  representative. You
  authorize the recipients to receive, possess, use, retain and transfer the
  Data, in electronic or other form, for the purposes of implementing,
  administering and managing your participation in
  the Plan, including any requisite transfer of such Data as may be required to
  a broker, escrow agent or other third party with whom the shares received
  upon vesting of the units may be deposited. You understand that Data will be held only as long as is
  necessary to implement, administer and manage your
  participation in the Plan. You understand that you may, 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, the Award Summary, and the Plan,
  together with the Modification Agreement, constitute the entire understanding
  between you and the Company regarding this award. Any prior agreements,
  commitments or negotiations concerning this award, except for the
  Modification Agreement, are superseded. This Amended Share Unit Agreement may
  be amended only by another written agreement between the parties.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  



 


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