Form of U.S. Employee Share Unit Agreement



 EXHIBIT 10.2.28 
 U.S. RSU Agreement Revised December 2009 
 VERIGY LTD. 2006 EQUITY INCENTIVE PLAN 
 NOTICE OF SHARE UNIT AWARD 
 You
have been granted units representing Ordinary Shares of Verigy Ltd. (the “Company”). Your grant is summarized on the Award Summary page of your Morgan Stanley Smith Barney account. 
 The first <<vesting percent>> of your units vest on the initial vesting date as indicated on the Award Summary in your Morgan
Stanley Smith Barney account; thereafter, an additional <<vesting percent>> of your units vest on each <<vesting months>>, provided, in each case, that you continue to be an Awardee Eligible to Vest (as defined in the Plan)
as of such date. 
 You and the Company agree that these units are granted under and governed by the terms and conditions of the
Verigy Ltd. 2006 Equity Incentive Plan (the “Plan”), the Share Unit Agreement (of which this notice is a part), and the Award Summary. 
 You further agree that the Company shall cause the shares issued upon payment of your units to be deposited in your Morgan Stanley 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 This
consent will remain in effect until you give the Company written notice that it should deliver paper documents. 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 ONLINE AWARD ACCEPTANCE SCREEN, YOU AGREE TO BE BOUND BY THE SHARE UNIT AGREEMENT, THIS NOTICE AND THE PLAN.	  	 VERIGY LTD.
  
  
     BY:                                
                                         
                 
 TITLE:









 VERIGY LTD. 2006 EQUITY
INCENTIVE PLAN 
 SHARE UNIT AGREEMENT 

  

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

  

	 Vesting 
	The units vest in installments, as shown in the Notice of Share Unit Award, as long as you remain an Awardee Eligible to Vest (as defined in the Plan). In addition, the units are subject to
certain vesting acceleration provisions set forth in the Plan in the event your Service terminates because of death, Disability (as defined in the Plan), or Separation from Service (as defined in the Plan) after age 55 with at least 15 years of
full-time equivalent service with the Company or an affiliate (including service with the Company’s predecessor companies). 

 No additional units vest after your Service has terminated for any reason, except as otherwise provided in the Plan and this agreement. 
  

	 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 any units that have not vested 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
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 in writing to a later settlement date pursuant to procedures that the Company may prescribe at its
discretion). 

 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 Morgan Stanley 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. 
  

	 Section 409A 
	This paragraph applies only if the Company determines that you are a “specified employee,” as defined in the regulations under Section 409A of the Internal Revenue Code of 1986, as
amended (the “Code”), at the time of your Separation from Service (as defined in the Plan). If this paragraph applies, then any units that otherwise would have been settled during the first six months following your Separation from Service
will instead be settled during the seventh month following your Separation from Service, unless the settlement of those units is exempt from Section 409A of the Code. 









	 Withholding Taxes 
	No Ordinary Shares or cash will be distributed to you unless you have made acceptable arrangements to pay any withholding taxes that may be due as a result of the settlement of this award. With
the Company’s consent, these arrangements may include (a) withholding shares of Company stock that otherwise would be issued to you when the units are settled or (b) surrendering shares that you previously acquired. The fair market
value of these shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the withholding taxes. 

  

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

  

	 No Retention Rights 
	Your award or this 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.


  

	 Beneficiary Designation 
	You may dispose of your units in a written beneficiary designation. A beneficiary designation must be filed with the Company on the proper form. It will be recognized only if it has been
received at the Company’s headquarters before your death. If you file no beneficiary designation or if none of your designated beneficiaries survives you, then your estate will receive any vested units that you hold at the time of your death.


  

	 Effect of Merger 
	If the Company is a party to a merger, consolidation or amalgamation, then your units will be subject to the applicable provision of the Plan, provided that any action taken must either (a)
preserve the exemption of your units from Section 409A of the Code or (b) comply with Section 409A of the Code. 

  

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

  

	 The Plan and Other Agreements 
	The text of the Plan is incorporated in this Agreement by reference. 








 This Agreement, together with the Award Summary, the Plan, and the Severance Agreement by
and between you and the Company, if applicable (the “Severance 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 Severance Agreement, are superseded. This Agreement may be amended only by another written agreement between the parties. 
 BY CLICKING ON THE “ACCEPT AWARD” BUTTON ON THE
ONLINE AWARD ACCEPTANCE SCREEN, YOU AGREE TO BE BOUND BY THIS SHARE
UNIT AGREEMENT, THE NOTICE AND THE PLAN.