-
1 -

         

        Exhibit 4.6

         

      

       

    

    
      DATE:
July 12, 2010

      


      RULES

      OF

      THE
ADVANTEST CORPORATION

      INCENTIVE
STOCK OPTION PLAN 2010

      


      


      
        	
                1

              	
                Definitions

              


      

      


      
        	
                1.1

              	
                In
      these Rules:

              


      

      


      “Advantest
Group” means the Company and its subsidiaries;

      


      “Broker”
means Mizuho Investors Securities Co., Ltd. or such other broker or agent
appointed from time to time by the Company to execute transactions in connection
with the Plan;

      


      “Company”
means Advantest Corporation;

      


      “Date of
Grant” means July 12, 2010;

      


      “Directors”
means the board of directors of the Company;

      


      “Eligible
Officer” means any director, auditor, or officer of the Company;

      


      “Exercise
Period” means a period commencing on April 1, 2011 and expiring at the close of
business on March 31, 2015;

      


      “Exercise
Price” means the price to be paid by a Stock Option Holder for the exercise of
each Stock Option;

      


      “Guidelines”
means Incentive Stock Option Plan 2010 Guidelines for exercising Stock Option
granted to Eligible Officers in accordance with these Rules;

      


      “Plan”
means the plan known as “The Advantest Corporation Incentive Stock Option Plan
2010” in its present form or as from time to time amended in accordance with the
Rules;

      


      “Rules”
means these rules as amended from time to time;

      


      “Shares”
means fully paid common shares of stock of the Company;

      


      “Stock
Option” means the stock options granted by the Company in accordance with the
resolution of the board meeting of the Company held on June 24,
2010;

      


      “Stock
Option Holder” means a person holding a Stock Option;

      


      “Stock
Option Register” means a register which is prepared and maintained by the
Company pursuant to the Japanese Company Law (Law No.86 of 2005) and which lists
information including the names and addresses of Stock Option
Holders;

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 2
-

 

      “Subscription
Price” means the price of a Share to be delivered upon exercise of a Stock
Option, subject to adjustment provided in Rule 3, and the initial Subscription
Price is 2,089 yen;

      


      “Tokyo
Business Day” means a business day in Tokyo, Japan on which both the Company and
the Tokyo Stock Exchange are open for the transaction of business;
and

      


      “Unit”
means 100 Shares or such other amount of Shares to which a voting right at a
shareholders’ meeting is granted pursuant to the Japanese Company Law and the
Articles of Incorporation of the Company.

      


      
        	
                1.2

              	
                Where
      the context permits or requires the singular includes the plural and the
      masculine includes the feminine and vice
versa.

              


      

      


      
        	
                1.3

              	
                Headings
      shall be ignored in construing the
Rules.

              


      

      


      
        	
                2

              	
                Grant
      of Stock Options

              


      

      


      
        	
                2.1

              	
                Grant
      of Stock Options

              


      

      


      The
Company may at its absolute discretion grant to any Eligible Officer such number
of Stock Options as determined by the Company.  Each Eligible Officer
will be informed in writing by the Company of such grant.

      


      
        	
                2.2

              	
                Conditions
      on Exercise

              


      

      


      
        	
              	
                2.2.1 

              	
                A
      Stock Option may be exercised only on a Tokyo Business
  Day.

              


      

      


      
        	
                 
      

              	
                2.2.2

              	
                The
      number of Stock Options exercised at one time shall be 10 or multiples of
      10.  If the number of Stock Options held by a Stock Option
      Holder is not 10 or a multiple of 10 (e.g., the number of Stock Options
      held is 27), the remaining Stock Options (in this example, 7) may be
      exercised only when they are exercised together with 10 or a multiple of
      10 Stock Options (in this example, he or she may exercise 17 or 27 of
      his/her Stock Options).  However, if the number of Stock Options
      held by a Stock Option Holder is less than 10, the Stock Option Holder may
      exercise his/her Stock Options only when he or she exercises all of
      his/her Stock Options.

              


      

      


      
        	
                2.3

              	
                Acceptance
      of Stock Option

              


      

      


      To be
entitled to the grant of Stock Options, any Eligible Officer must execute a
written acceptance of such Stock Options in the form of Attachment A hereto and
deliver such acceptance form to the Company by July 12, 2010.  The
acceptance form includes the explanation of the terms of Stock Options in
compliance with the Japanese Company Law.  In the event of any
inconsistency between these Rules and the acceptance form, the provisions of
these Rules shall prevail.

      


      
        	
                2.4

              	
                Payment

              


      

      


      The
payment to be made as consideration for the stock options shall be 53,500 yen
per one stock option.  On the date of execution of the allotment, such
payment shall be made by setting off against the monetary compensation the
amount equal to such value and to be paid by the Company.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 3
-

         

      

      


      
        	
                2.5

              	
                Disposal
      Restrictions

              


      

      


      
        	
                 
      

              	
                2.5.1

              	
                Neither
      a Stock Option nor any rights or interests in respect of it may be
      transferred, assigned, pledged or otherwise disposed of by a Stock Option
      Holder to any other person or entity.  If a Stock Option Holder
      purports to transfer, assign, pledge or dispose of any such Stock Option
      or rights or interests, whether voluntarily or involuntarily, then the
      Stock Option may not be exercised and will be automatically transferred by
      the Company pursuant to Rule 5.

              


      

      


      
        	
                 
      

              	
                2.5.2

              	
                A
      Stock Option Holder may not assign, delegate or otherwise transfer any of
      its rights or obligations under these
Rules.

              


      

      


      
        	
                2.6

              	
                Certificates

              


      

      


      No
certificates will be issued for Stock Options.

      


      
        	
                3

              	
                Variations
      In Share Capital

              


      

      


      
        	
                3.1

              	
                Adjustment
      of Stock Option

              


      

      


      
        	
                 
      

              	
                3.1.1

              	
                The
      Exercise Price is 208,900 yen.

              


      

      


      
        	
                 
      

              	
                3.1.2

              	
                The
      number of Shares to be delivered upon exercise of each Stock Option is 100
      Shares (i.e., 1 Unit).  If any adjustment is made to the
      Subscription Price, then the number of Shares to be delivered in relation
      to each Stock Option shall be adjusted in accordance with the following
      formula, with fractions of a Share being rounded
  down:

              


      

      


      
        	
                Number
      of Shares

              	
                =

              	
                Exercise
      Price

              
	
                Subscription
      Price

              


      

      


      
        	
                 
      

              	
                3.1.3

              	
                If
      the Company shall make a stock split or consolidate its Shares into a
      smaller number of shares, then the Subscription Price shall be adjusted by
      the Directors based on the following
formula:

              


      

      


      
        	
                NSP

              	
                =

              	
                OSP
      ×

              	
                1

              
	
                Stock
      Split Ratio or Consolidation Ratio

              


      

      


      where:

      NSP = the
Subscription Price after such adjustment.

      OSP = the
Subscription Price before such adjustment.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        
          - 4
-

        

        

          


          
            	
                     
      

                  	
                    3.1.4

                  	
                    If
      the Company shall issue any Shares or dispose of Shares owned by the
      Company (other than Shares issued or delivered upon conversion or exchange
      of any convertible or exchangeable securities issued by the Company or
      upon exercise of any rights or warrants issued, granted or offered by the
      Company) and the consideration per Share receivable by the Company shall
      be less than the current market price per Share, then the Subscription
      Price shall be adjusted by the Directors based on the following
      formula:

                  


          

           

        

      

      
        	
                NSP

              	
                =

              	
                OSP
      ×

              	
                N +
      v

              
	
                N +
      n

              


      

      


      where:

      NSP and
OSP have the meanings ascribed thereto in Rule 3.1.3.

      
        	
                 
      

              	
                N
      =

              	
                the
      number of Shares outstanding after deduction of Shares owned by the
      Company immediately prior to such
adjustment.

              


      

      
        	
                 
      

              	
                n
      =

              	
                the
      number of additional Shares being issued as aforesaid or (in the case of
      disposal of Shares owned by the Company) the number of Shares being
      disposed of.

              


      

      
        	
                 
      

              	
                v
      =

              	
                the
      number of Shares which the aggregate consideration receivable by the
      Company would purchase at such current market price per
    Share.

              


      

      


      
        	
                 
      

              	
                3.1.5

              	
                In
      addition to Rule 3.1.3 and 3.1.4, in any of the following circumstances,
      the Company will adjust the Subscription Price in the manner it considers
      appropriate in its absolute
discretion:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Company will issue securities convertible into Shares (including shares to
      be acquired by the Company upon request by the shareholder or upon
      occurrence of certain events) at a consideration per Share receivable by
      the Company which is less than the current market price per
      Share;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Company will issue warrants, or securities with warrants, to subscribe for
      or purchase Shares at a consideration per Share receivable by the Company
      which is less than the current market price per
  Share;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                adjustment
      of the Subscription Price becomes necessary as a result of merger,
      corporate division or stock-for-stock exchange;
  or

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                in
      addition to the foregoing, adjustment of the Subscription Price becomes
      necessary as a result of change (or possible change) in the number of
      outstanding Shares.

              


      

      


      
        	
                 
      

              	
                3.1.6

              	
                Any
      fractional number resulting from calculations of the Subscription Price
      shall be rounded up to the nearest one
yen.

              


      

      


      
        	
                 
      

              	
                3.1.7

              	
                The
      Subscription Price after the adjustment shall be the sum to be obtained by
      multiplying the Subscription Price per share after the adjustment by the
      number of shares to be issued per Stock Option after the
      adjustment.

              


      

      


      
        	
                3.2

              	
                Notice

              


      

      


      The
Company will notify Stock Option Holders of any adjustment made under this Rule
3.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 5
-

 

      
        	
                4

              	
                Exercise
      and Cancellation - General Rules

              


      

      


      
        	
                4.1

              	
                Exercise

              


      

      


      Unless
otherwise specified in these Rules, a Stock Option shall only be
exercisable:

      


      
        	
                 
      

              	
                4.1.1

              	
                within
      the Exercise Period; and

              


      

      


      
        	
                 
      

              	
                4.1.2

              	
                subject
      to the conditions imposed under Rule
2.2.

              


      

      


      5           Automatic Transfer
of Stock Options:

      


      
        	
                5.1

              	
                Events
      of automatic transfer

              


      

      


      A Stock
Option owned by Stock Option Holder shall be automatically transferred to the
Company for no consideration if any of the following events occurs:

      


      
        	
                 
      

              	
                5.1.1

              	
                the
      general meeting of the shareholders or, if approval by the shareholders’
      meeting is not legally required, then the board of directors resolves to
      approve (i) any merger agreement pursuant to which the Company shall
      dissolve, (ii) any agreement or a plan pursuant to which the Company shall
      split all or part of its business or (iii) any stock-for-stock exchange
      agreement or stock-transfer plan pursuant to which the Company shall
      become a wholly-owned subsidiary of another
  company.

              


      

      


      
        	
                 
      

              	
                5.1.2

              	
                a
      Stock Option Holder becomes a person who does not hold any position as a
      director, corporate auditor, officer, employee or any other similar
      position of the Company or its subsidiaries; except where the Company
      deems that it is appropriate to allow him/her to exercise his/her Stock
      Options and notifies him/her.

              


      

      


      
        	
                 
      

              	
                5.1.3

              	
                a
      Stock Option Holder dies.

              


      

      


      
        	
                 
      

              	
                5.1.4

              	
                a
      Stock Option Holder waives all or part of his/her stock options by
      submitting to the Company the form specified by the
    Company.

              


      

      


      
        	
                 
      

              	
                5.1.5

              	
                a
      Stock Option Holder becomes for any reason a director, officer, auditor or
      employee of a company which is a competitor with the Company and the
      Company notifies the Stock Option Holder that his/her stock options are
      non-exercisable.

              


      

      


      
        	
                 
      

              	
                5.1.6

              	
                a
      Stock Option Holder is in breach of laws, internal rules of the Company or
      the Rules, and the Company notifies the Stock Option Holder that his/her
      stock options are non-exercisable.

              


      

      


      
        	
                6

              	
                Exercise
      of Stock Option

              


      

      


      
        	
                6.1

              	
                Manner
      of Exercise

              


      

      


      
        	
                 
      

              	
                6.1.1

              	
                To
      exercise a Stock Option, a Stock Option Holder must deliver on a Tokyo
      Business Day, an exercise notice to the Company, in the prescribed form
      (Attachment B), duly completed and signed by the Stock Option
      Holder.  The
      Stock Option Holder may not withdraw the exercise notice for any
      reason.

              


      

      
        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          - 6
-

        

         

         

      

      
        	
                 
      

              	
                6.1.2

              	
                A
      Stock Option Holder shall pay the total amount of the Exercise Price
      relating to the number of Stock Options that he or she exercised (the
      “Total Exercise Price”) and the related expenses and taxes (if any), by
      transfer to the account designated by the Company.  The
      commission for such transfer shall be incurred by the Stock Option
      Holder.  After the Company confirms its receipt of the Total
      Exercise Price and the related expenses and taxes (if any), the Shares
      shall be delivered by crediting the number of Shares, through the Japan
      Securities Depository Center, Inc. (the “JASDEC”), to the Stock Option
      Holder’s account opened pursuant to Rule
6.6.2.

              


      

      


      
        	
                6.2

              	
                Sale
      of Shares

              


      

      


      
        	
                 
      

              	
                6.2.1

              	
                A
      Stock Option Holder may request, through the Company, that the Broker sell
      all the Shares resulting from his/her exercise of Stock
      Options.  Any such request shall be made in a notice as referred
      to in Rule 6.1.1.

              


      

      


      
        	
                 
      

              	
                6.2.2

              	
                After
      the receipt of a notice as referred to in Rule 6.2.1, the Company shall
      procure funds to be paid as the Total Exercise Price on behalf of the
      Stock Option Holder, and deliver the resulting Shares to the Stock Option
      Holder in the manner specified in Rule 6.1.2.  The Shares shall
      be sold without delay after the Broker confirms receipt of the Shares by
      the Stock Option Holder.  Subject to Rule 6.5, the Broker shall
      transfer, to the Stock Option Holder’s account with Mizuho Bank, Ltd.
      (“Mizuho Bank”) opened pursuant to Rule 6.6.3, the proceeds of the sale of
      the Shares less (i) the commission for the sale, (ii) the related expenses
      and taxes (if any) and (iii) the commission for such transfer, within 30
      days of the sale.  The Stock Option Holder shall transfer, to
      the bank account designated by the Company, an amount equal to (i) the
      Total Exercise Price plus (ii) the related expenses and taxes paid or to
      be paid by the Company in connection with the exercise of the Stock
      Options or the sale of the Shares.  However, if the Stock Option
      Holder is a director, auditor or officer of the Company at the time of
      request as referred to in Rule 6.2.1, the Company will not procure funds
      to be paid as the Total Exercise Price on behalf of the Stock Option
      Holder.

              


      

      


      
        	
                 
      

              	
                6.2.3

              	
                If
      the Company deems that the proceeds of a sale of the Shares will not be
      enough to cover (i) the Total Exercise Price plus (ii) all expenses and
      taxes paid or to be paid by the Broker or the Company in connection with
      the exercise of the Stock Options or the sale of the Shares, the Company
      may either (a) sell the Shares in accordance with Rule 6.2.2 or (b) reject
      the request of the Stock Option Holder to sell the Shares and deem that he
      or she has withdrawn the exercise of his/her Stock Options, provided that
      if the request to sell the Shares has been made to the Broker in
      accordance with Rule 6.2.1, the Company may so deem only when such
      withdrawal can be made under the rules of the JASDEC and the internal
      rules of the Broker.  If the Stock Options are deemed to have
      not been exercised, the Stock Option Holder may exercise the relevant
      Stock Options in accordance with these Rules after he or she receives a
      notice from the Company to the effect that his/her Stock Options have been
      so deemed.  The Company shall not
      be liable to the Stock Option Holder for any result of any decision made
      under this Rule 6.2.3.

              


      

      
        
 

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          - 7
-

        

         

         

      

      
        	
                6.3

              	
                When
      the number of Shares deliverable upon exercise of the Stock Options
      includes less than one Unit, the exercising Stock Option Holder shall be
      deemed to request the Company to purchase such Shares pursuant to the
      Japanese Company Law.  The determination of whether the number
      of Shares deliverable upon exercise includes less than one Unit shall be
      made separately with respect to each exercise (regardless of the number of
      Stock Options included therein).

              


      

      


      
        	
                6.4

              	
                No
      Partial Exercise

              


      

      


      A Stock
Option may be exercised with respect only to each Stock Option, and no Stock
Option may be exercised in part.

      


      
        	
                6.5

              	
                Withholding

              


      

      


      The
Company and the Broker shall be entitled to withhold, and the Stock Option
Holder shall be obligated to pay, the amount of any tax attributable to or
payable by and any social security or similar payments attributable to or
payable by the Stock Option Holder in connection with the exercise or receipt of
his/her Stock Option or the sale of the Shares.  The Company and the
Broker may establish appropriate procedures to provide for any such payments and
to ensure that the relevant company receives prompt advice concerning the
occurrence of any event which may create, or effect the timing or amount of any
obligation to pay or withhold any such taxes or which may make available to the
relevant company any tax deduction with respect to the payment.

      


      
        	
                6.6

              	
                Broker

              


      

      


      
        	
                 
      

              	
                6.6.1

              	
                The
      Broker will assist the Company in connection with the exercise of the
      Stock Options and the sale of the resulting
  Shares.

              


      

      


      
        	
                 
      

              	
                6.6.2

              	
                Prior
      to the exercise of the Stock Options, a Stock Option Holder shall open and
      maintain an account in his/her name with the Broker for the purpose of the
      delivery of the Shares to be delivered upon the exercise.  Such
      account shall be opened through the
Company.

              


      

      


      
        	
                 
      

              	
                6.6.3

              	
                Prior
      to the sale of the Shares pursuant to Rule 6.2, a Stock Option Holder
      shall open and maintain an account in his/her name with Mizuho Bank for
      the purpose of the payment of the proceeds of a sale of
      Shares.  Such account shall be opened through the
      Company.

              


      

      


      
        	
                7

              	
                General

              


      

      


      
        	
                7.1

              	
                Notices

              


      

      


      Any
notice or other document required to be given under or in connection with the
Plan may be delivered to a Stock Option Holder or sent by post or facsimile with
confirmation in writing to him/her at his/her address which appears on the Stock
Option Register.  Notices sent by post shall be deemed to have been
given on the day following the date of posting.  Any notice or other
document required to be given to the Company under or in connection with the
Plan may be delivered or sent by post or facsimile with confirmation in writing
to it at its registered office (or such other place or places as the Company may
from time to time determine and provide Stock Option Holders with notification
of).

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 8
-

      

       

      


      
        	
                7.2

              	
                Directors’
      Decisions Final and Binding

              


      

      


      The
decision of the Directors in connection with any interpretation of the Rules or
in any dispute relating to a Stock Option or other matter relating to the Plan
shall be final and conclusive and binding on the relevant parties.

      


      
        	
                7.3

              	
                Costs

              


      

      


      The costs
of introducing and administering the Plan shall be borne by the
Company.

      


      
        	
                7.4

              	
                Regulations

              


      

      


      The
Company shall have power from time to time to make or vary regulations for the
administration and operation of the Plan, provided that the same are not
inconsistent with these Rules.

      


      
        	
                7.5

              	
                Limitation
      of Liability

              


      

      


      The
rights and obligations of a Stock Option Holder under the terms and conditions
of his/her office or employment shall not be affected by his/her participation
in the Plan or any right he or she may have to participate in the
Plan.  An individual who participates in the Plan waives all and any
rights to compensation or damages in connection with rights under the Plan
arising from the termination of his/her office or employment with any company
for any reason whatsoever relating to any Stock Option under the Plan as a
result of such termination or from the loss or diminution in value of such
rights or entitlements.

      


      
        	
                7.6

              	
                Personal
      Information

              


      

      


      A Stock
Option Holder hereby consents and agrees that the Company may collect, store,
process, use, transfer and modify his/her personal information regarding
identity, place of employment and other pertinent information needed to
effectuate his/her participation in the Plan with other parties within the
Advantest Group, or with third parties to the extent necessary or helpful in the
implementation of the Plan.

      


      
        	
                7.7 

              	
                No
      Entitlements

              


      

      


      
        	
                 
      

              	
                7.7.1

              	
                Nothing
      in the Plan, these Rules or any document related thereto shall be
      construed as guaranteeing any Stock Option Holder’s continued employment
      or engagement with any member of the Advantest Group, or as giving any
      Stock Option Holder any right to continued employment or engagement with
      any member of the Advantest Group, during any
  period.

              


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 9
-

      

       

       

      
        	
                 
      

              	
                7.7.2

              	
                Awards
      of Stock Options are discretionary.  No award of Stock Options
      shall confer on the Stock Option Holder any right or entitlement to
      receive another award of stock options at any time in the
      future.

              


      

      


      
        	
                8

              	
                Amendments

              


      

      


      Subject
to Rule 7.4, the Company may at any time modify these Rules in any
respect.  The Company may at any time amend these Rules so that the
Company may issue new shares upon exercise of Stock Options instead of
transferring its treasury stock.

      


      
        	
                9

              	
                Governing
      Law and Jurisdiction

              


      

      


      These
Rules and all Stock Options shall be governed by and construed in accordance
with Japanese law.  Any dispute arising out of, or in connection with,
these Rules shall be subject to the exclusive jurisdiction of the Tokyo District
Court.

      


      10           Local
Law Appendix

      


      The Local
Law Appendix attached hereto shall be an integral part of these
Rules.  In the event of any inconsistency between these Rules and the
Local Law Appendix, the provisions of the Local Law Appendix shall
prevail.

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 10
-

      

       

      
 

      Attachment
A

      


      
        	
                Acceptance
      Form: 

              	
                delivered
      on June 24, 2010

              


      

      


      


      


      


      Attachment
B

      


      
        	
                Exercise
      Notice: 

              	
                to
      be delivered separately

              


      

       

       

       

       

       

       

       

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 11
-

      

      
 

      Local
Law Appendix

      for
Germany

      


      


      
        	
                1.

              	
                Definitions

              


      

      


      Definitions
as set out in 1.1 of the Rules are applicable to this Appendix.

      


      
        	
                2.

              	
                Eligible
      Officers

              


      

      


      The
Company’s discretion with respect to 2.1 will be exercised in a way complying
with German law, in particular with the labour law principle of equal treatment
(arbeitsrechtlicher
Gleichbehandlungsgrundsatz) and with the prohibition of discrimination
(Diskriminierungsverbot).

      


      
        	
                3.

              	
                Ex-gratia
      benefit

              


      

      


      The grant
of the Stock Option is an ex-gratia benefit (freiwillige Leistung). It is
granted without any obligation and even repeated granting will not create a
legal claim.

      


      
        	
                4.

              	
                Vesting

              


      

      


      The Stock
Options shall vest in Eligible Officers at the time of exercise of such Stock
Options.

      


      
        	
                5.

              	
                Deemed
      Exercise

              


      

      


      If Stock
Options held by a Stock Option Holder become automatically transferable pursuant
to Rule 5.1.2, those Stock Options shall be deemed to be exercised immediately
prior to the time the respective Stock Option Holder becomes a person who does
not hold any position as a director, corporate auditor, officer, employee or any
other similar position of the Company or its subsidiaries.  If the
Company deems that the proceeds of the sale of the resulting Shares will not be
enough to cover (i) the Total Exercise Price plus (ii) all costs, expenses and
taxes referred to in Rule 6.2.3, then the Stock Options are deemed to be waived
by the Stock Option Holder.  This clause 5 applies to Rules 5.1.5 and
5.1.6 mutatis mutandis.

      


      
        	
                6.

              	
                Adjustment
      of the Subscription Price

              


      

      


      The
Company’s discretion with respect to the Adjustment of the Subscription Price
will be exercised taking into fair consideration the circumstances where such
adjustment is deemed appropriate.

      


      
        	
                7.

              	
                Taxes/Withholding

              


      

      


      The
following summary of certain German income tax considerations for German
Employees is based on the tax law effective at the date of this Appendix which
may be changed, even with retroactive effect.  The summary does not
describe all tax considerations that may be relevant to a Eligible Officer’s
decision to accept or exercise any of the rights under the Plan.  It
is not a substitute for tax advice.

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 12
-

      

       

       

      There are
income tax charges on the exercise of an option at a rate of between 14 % and 45
% (as of 2010) depending on the taxable income of the Stock Option Holder to be
increased by a 5.5 % “solidarity” surcharge on the income tax due (plus church
tax, if applicable).  The tax charge is determined by the difference
between the market value of the shares at the date the shares are booked into
(Einbuchung) the
account of the employee (for wage tax purposes the tax authorities currently
allow to use the date the shares are booked out (Ausbuchung) of the account of
the Company or of any transfer agent of the Company instead) and the option
exercise price.  The market value is defined on the basis of the
quoted prices on the respective stock exchange.  The Advantest Europe
GmbH (the “Employing Company”) is entitled to deduct the taxes from the gross
salary of the Stock Option Holder.  Additionally, the usual social
security contributions (to the extent the wage base for social security
contributions are not exceeded) have to be paid on the difference between the
exercise price and the market value at the date the shares are booked into
(Einbuchung) the
account of the employee (as regards the wage tax simplification rule granted by
the tax authorities see above).  If the regular salary of the Stock
Option Holder is not sufficient for the Employing Company to deduct wage tax and
pay such tax to the competent tax office, the Employing Company will request the
Stock Option Holder to pay the tax to the Employing Company enabling the
Employing Company to withhold wage tax.  The Employing Company will
inform the tax office of such request if the Stock Option Holder does not meet
his/her obligations.

      


      If a
Stock Option Holder selling the shares owns 1 % or more of the stated
capital of the Company (or has owned 1 % or more at any time in the last
five years) or holds the shares as business assets, he or she will be subject to
income tax (plus solidarity surcharge and, if applicable, church tax) on
60 % of the difference between the sales prices and the market value
relevant for determining the income upon exercise.  If the Stock
Option Holder selling the shares does not own 1 % or more of the stated
capital of the Company (and has not owned 1 % or more at any time in the
last five years) and does not hold the shares as business assets (i.e. holds
them as private assets), any capital gains derived from the sale of shares will
be subject to income tax at a uniform 25 per cent tax rate (plus solidarity
surcharge and, if applicable, church tax).

      


      For
dividends, the following principles will apply:

      


      If the
shares are held as business assets 60 % of the gross dividends received by
Stock Option Holders will, in principle, be subject to income tax at the
progressive tax rate plus solidarity surcharge (and church tax, if
applicable).

      Dividend
income received on shares held as private assets will be subject to a uniform 25
per cent tax (plus solidarity surcharge and, if applicable, church
tax).

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 13
-

      

       

       

      For the
collection of the uniform 25 per cent tax, a definite withholding tax
regime (Abgeltungsteuer) is
applicable. Generally, if the shares are held through a domestic bank or a
domestic branch of a foreign bank (a “Bank”) the Bank will levy the tax on the
dividend or the capital gain by way of withholding. However, in case of capital
gains additional rules may become relevant: Since the purchase price of the
shares may not be verified for withholding purposes, the Bank might be obliged
to levy the 25% tax (plus solidarity surcharge and, if applicable, church tax)
on 30% of the sales price of the shares from which parts may possibly be
recovered later by the shareholder by way of filing an income tax
return.  There will also be a joint lump-sum deduction for capital
income on private assets (i.e., interest and dividend
income as well as capital gains) of €801 (€1,602 for married couples filing tax
returns jointly) per annum, whereby higher expenses directly attributable to a
capital investment will not be deductible as expenses.

      


      Please
note that a taxpayer is able to apply for a tax assessment if
his/her  personal tax rate is lower than the 25 per cent flat-rate
(Günstigerprüfung) or
if the taxpayer can claim a tax credit for tax imposed by foreign Tax
Authorities that has not been recognized yet by way of withholding.

      


      
        	
                8. 

              	
                Insider
      Dealings

              


      

      


      Please
note that Germany has adopted the EC-Directive on Insider
Dealings.  Insiders are, among others, persons who by virtue of their
position as members of managing or supervisory boards of the issuing company or
its subsidiaries or by their profession or work, have knowledge of not publicly
known facts which may influence the market value of the securities issued.
Insiders are subject to certain restrictions in selling or purchasing such
securities or otherwise making use of their insider knowledge.  Anyone
in breach of those provisions will be liable to imprisonment or
fine.

      


       

       

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 14
-

      

      
 

      Local
Law Appendix

      for
Korea

      


      


      This
Appendix has been prepared to provide you with a summary of information
regarding your stock options granted by the Company under the Incentive Stock
Option Plan 2010 (the “Plan”) specific to Korea.

      


      This
supplement is based on the tax laws and other laws concerning stock options in
effect in Korea as of June 2010.  These laws are often complex and
change frequently.  As a result, the information contained in this
summary may be out-of-date at the time you exercise your option or sell shares
you acquire under the Plan.

      


      In
addition, this supplement is general in nature.  It may not apply to
your particular tax or financial situation, and the Company is not in a position
to assure you of any particular tax result.  Accordingly, you are
advised to seek appropriate professional advice as to how the tax or other laws
in your country apply to your specific situation.

      


      If you
are a citizen or resident of a country other than Korea, the information
contained in this supplement may not be applicable to you.

      


      TAX
INFORMATION

      


      Grant

      


      You will
not be subject to tax when a stock option is granted to you under the
Plan.

      


      Date
of Vesting

      


      You will
not be subject to tax when your stock options vest.

      


      Exercise

      


      You will
be subject to income tax when you exercise your stock option.  You
will be taxed on the difference between the fair market value of the shares at
exercise and the option price (i.e., the
spread).  This difference is treated as salary and taxed at your
marginal rate.  If the Advantest Korea Co., Ltd. for which you are
employed bears the cost of the spread, your employer will withhold from the
spread at exercise the appropriate income tax and any social insurance
contributions associated with the realized income and pay it to the Korean tax
authorities and social insurance funds.

      


      Sale
of Shares

      


      When you
subsequently sell the shares that you acquire under the Plan, you will be
subject to capital gains tax on any gain that you realize above the fair market
value at the time the option is exercised.  The capital gains tax on
stock is currently 22%, including residence surtax. There is an annual personal
exemption from tax for the first 2,500,000 won of capital gains that you make in
any tax year.  However, if your capital gains exceed this limit, then
you will be required to declare the gains and tax will be due on the excess
amount.  No securities transaction tax will apply to either Company’s
sale to you or your subsequent disposition of shares acquired pursuant to the
Plan.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 15
-

      

       

       

      Dividends

      


      Income
from receipt of dividends from shares is subject to tax at ordinary income tax
rates, which range from 6.6% to 38.5%.  Your employer is not required
to withhold or report such income.  It is your responsibility to
report this income on your annual tax return and to pay all taxes
owed.

      


      Labor
Law Acknowledgment

      


      By
accepting this stock option, you acknowledge that the Plan is discretionary in
nature and may be unilaterally suspended or terminated by the Company at any
time.

      


      


      RELATED
CONSENTS

      


      Personal
Information

      


      Through
accepting the invitation extended to you to receive Stock Options offered under
the Plan, you effectively consent and agree that your employer and the Company
may use personal information regarding your identity, place of employment, and
other pertinent information needed to effectuate your participation in the Plan
with other parties within the Advantest Group or third parties to the extent
necessary or helpful to implement the Plan.

      


      Treatment
and Management of Purchased Stock

      


      Through
accepting the invitation extended to you to receive Stock Options offered under
the Plan, you effectively consent and agree that upon subscribing to Shares
under the Plan, the Company is authorized to take action regarding the stocks
and proceeds derived therefrom and participate in the management of the stocks
and proceeds derived therefrom as outlined in the Rules of the Advantest
Corporation Incentive Stock Option Plan 2010, as described in Section 6.2, 6.4,
6.5, and all other Sections describing such actions and/or
participation.

       

       

       

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 16
-


      

      Local
Law Appendix

      for
USA

      


      Purpose

      


      This Appendix sets forth certain terms
and conditions applicable to residents of the United States who are awarded
Stock Options (each, a “U.S. Stock Option Holder”) under the Plan and
supplements the terms and conditions set forth in the Rules of the
Plan.  IN THE EVENT
OF ANY CONFLICT AMONG THE TERMS OF THIS APPENDIX, THE RULES OR A STOCK OPTION
ACCEPTANCE FORM, THE TERMS OF THIS APPENDIX SHALL
GOVERN.  Capitalized terms used in this Appendix without
definition have the meaning assigned to such terms in the Rules.

      


      


      Administration of Stock
Options Granted to U.S. Stock Option Holders

      


      The
Company, or its authorized U.S. representative, shall (i) administer the terms
of this Appendix, (ii) establish from time to time such rules and procedures as
it may deem appropriate for the proper administration of this Appendix and (iii)
make such determinations under and such interpretations of and take such steps
in connection with this Appendix or the Stock Options granted to U.S. Stock
Option Holders as it may deem necessary or advisable.

      


      


      Right to American Depository
Shares (“ADSs”)

      


      The
Company may arrange, in its sole discretion, for U.S. Stock Option Holders to
receive ADSs rather than Shares upon the exercise of their Stock Options, in
which case, all references to “Shares” in the Rules, this Appendix, a Stock
Option Acceptance Form or any other document related to the Plan shall be deemed
to be a reference to one (1) ADS per Share, as the context may
require.  100 ADSs will be deemed to constitute a
“Unit.”  ADSs will be evidenced by American Depository Receipts of the
Company, which are currently traded on the New York Stock Exchange.

      


      In the
event that the Company elects to issue ADSs upon the exercise of Stock Options
by U.S. Stock Option Holders, 100 ADSs will be issued upon the exercise of each
Stock Option.  The number of ADSs so issued will be adjusted
accordingly when the number of Shares to be issued upon the exercise of each
Stock Option is adjusted pursuant to the Rules.

      


      


      Limitation on Number of
Shares or ADSs Available for Issuance

      


      Notwithstanding
anything to the contrary in the Rules or this Appendix, the maximum aggregate
number of Shares (or ADSs) that may be issued under the Plan as incentive stock
options within the meaning of Section 422 of the Code (:ISOs”)  is
12,000 Shares (or 12,000 ADSs), subject to any equitable adjustments to the
number and kind of Shares or ADSs under the Rules to the extent permitted under
Section 422 of the United States Internal Revenue Code of 1986, as amended and
the regulations and guidance promulgated thereunder (the “Code”).  To
the extent permitted under Section 422 of the Code, any Shares or ADSs subject
to a Stock Option that lapses, expires or is otherwise terminated without the
issuance of such Shares or ADSs may again be available for purposes of this
limit.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 17
-

         

      

       

      


      ISO
Qualification.

      


      Stock
Options awarded to Eligible Officers resident in the United States are intended
to qualify ISOs .  Pursuant to the requirements of the Code, only
those Stock Options awarded to Eligible Officers who are employees of an
Employing Company (and which is a “parent corporation” or “subsidiary
corporation” within the meaning of Section 424 of the Code) may be considered
ISOs.  Stock Options awarded to non-employee directors of an Employing
Company shall be nonqualified stock options.  “Employing Company”
means, individually or collectively, Advantest America Corporation (Holding
Co.), Advantest America, Inc. and Advantest America R&D Center,
Inc.

      


      Vesting and
Exercise

      


      By way of
clarification, if a U.S. Stock Option Holder ceases to be a director, auditor,
officer or employee of any Employing Company under circumstances as a result of
which such U.S. Stock Option Holder’s Stock Options “shall become
non-exercisable” in accordance with Rule 5.1, as applicable, it is understood
that:

      


      
        	
                 
      

              	
                (1)

              	
                If
      such cessation occurs prior to the start of the Exercise Period (April 1,
      2011), such U.S. Stock Option Holder’s Stock Options shall never become
      exercisable, but shall be cancelled without any payment being made to the
      U.S. Stock Option Holder in respect thereof;
and

              


      

      


      
        	
                 
      

              	
                (2)

              	
                If
      such cessation occurs on or after the start of the Exercise Period, such
      U.S. Stock Option Holder’s Stock Options shall no longer be exercisable as
      of the date of such cessation, and shall be cancelled without any payment
      being made to the U.S. Stock Option Holder in respect
    thereof.

              


      

      


      In no
event will a U.S. Stock Option Holder be permitted to exercise Stock Options
either before the start of the Exercise Period or after the end of the Exercise
Period.

      


      Due to
the prohibition on loans to directors and executive officers of the Company set
forth under Section 402 of the Sarbanes-Oxley Act of 2002, the cashless exercise
feature of the Plan, as set forth in Rule 6.2, is not available for U.S. Stock
Option Holders who are directors and executive officers of the Company at the
present time.  The Company will inform those who are subject to this
prohibition if such feature does become available in the
future.  Until such time, such U.S. Stock Option Holder must exercise
his or her Stock Options in the manner set forth in Rule 6.1.

      


      ISO
Conditions

      


      A U.S.
Stock Option Holder must comply with each of the following conditions to ensure
that his or her Stock Options qualify as ISOs.  Except where otherwise
noted, responsibility for complying with the following conditions will be the
responsibility of the individual U.S. Stock Option Holder:

      


      
        	
                 
      

              	
                (1)

              	
                Employee
      Status.  At all times during the period commencing on the
      relevant Date of Grant and ending on the date three months prior to the
      date of exercise, the U.S. Stock Option Holder must be an employee of the
      Company
      or another member of the Advantest Group (except in the case of an
      employee who is disabled within the meaning of Section 22(e)(3) of the
      Code, in which case such three-month period is extended to one
      year).

              


      

      
         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

        
          - 18
-

        

         

         

      

      
        	
                 
      

              	
                (2)

              	
                10%
      Shareholders.  No Stock Option shall qualify as an ISO if
      the U.S. Stock Option Holder is a 10% Shareholder, unless (a) the Exercise
      Price, as of the Date of Grant, is at least 110% of the fair market value
      of the Shares or ADSs subject to the Stock Option and (b) such Stock
      Option, by its terms, is not exercisable after the expiration of five
      years from the Date of Grant.  A “10% Shareholder” means that,
      as of the relevant Date of Grant, an individual owns stock possessing more
      than 10% of the total combined voting power of all classes of stock of the
      Company or any of its subsidiaries.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                Holding
      Period.  A Stock Option will qualify for ISO treatment
      only if the U.S. Stock Option Holder makes no disposition of the Shares or
      ADSs acquired upon exercise of the Stock Option within two years from the
      Date of Grant or within one year from the date of
  exercise.

              


      

      


      (4)           Restrictions on
Exercise.

      


      
        	
                 
      

              	
                (a)

              	
                The
      Stock Option may only be exercised by the U.S. Stock Option Holder during
      his or her lifetime.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                To
      the extent that the aggregate fair market value of Shares or ADSs with
      respect to which any stock options held by the U.S. Stock Option Holder
      are exercisable for the first time by a U.S. Stock Option Holder during
      any calendar year exceeds $100,000, such Stock Options shall not qualify
      for treatment as ISOs.  The foregoing sentence shall be applied
      by taking Stock Options into account in the order in which they were
      granted.

              


      

      


      
        	
                 
      

              	
                (5)

              	
                Conditions Otherwise
      Satisfied by Plan.  The Plan was approved by the Board of
      Directors of the Company on June 24, 2010.  No Stock Option
      shall be granted under the Plan later than ten years from the date on
      which the Plan was approved by the Board of Directors of the Company (the
      “Board”).

              


      

      


      Any Stock
Option granted under the Plan that fails to satisfy conditions (1) through (5)
above shall be deemed to be a nonqualified stock option.  Any
ambiguities in the terms of a Stock Option granted under the Plan shall, to the
extent possible, be construed in favor of a finding that such Stock Option
qualifies as an ISO.

      


      The
Company shall have the right, in its sole discretion, to elect to have any
rights granted to Stock Option Holders by operation of any non-U.S. law, not
apply to U.S. Stock Option Holders where such law (i) is not required to apply
to U.S. Stock Option Holders and (ii) would jeopardize or prevent such U.S.
Stock Option Holders’ Stock Options from qualifying as ISOs. Notwithstanding any
provision of the Plan or applicable laws, U.S. Stock Option Holders shall have
no rights to receive dividends with respect to the Stock Options prior to
exercise.

      


       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      - 19
-

    

     

    
      


      Cessation of
Employment

       

      This
Appendix shall not be construed to limit the period of time, if any, following a
U.S. Stock Option Holder’s termination of employment during which the U.S. Stock
Option Holder may exercise his or her Stock Options pursuant to Rule
5.  Nevertheless, a U.S. Stock Option Holder who intends for his or
her Stock Options to be treated as ISOs will be required to exercise such Stock
Options upon the earlier of (i) such time specified in the applicable provision
of Rule 5 and (ii) three months following his or her termination of employment
(except in the case of an employee who is disabled within the meaning of Section
22(e)(3) of the Code, in which case such three-month period is extended to one
year) provided, however, that in no event may the Stock Option be exercised
beyond the last date of the Exercise Period.

      


      Not Part of
Wages

      


      Awards of
Stock Options are not part of a U.S. Stock Option Holder’s base salary or wages
and will not be taken into account in determining any other employment-related
rights the U.S. Stock Option Holder may have, such as rights to pension or
severance pay,   provided, however, that in no event may the
Stock Option be exercised beyond the last date of the Exercise
Period.

      


      Securities Law
Restrictions.

      


      The
Company may require each U.S. Stock Option Holder purchasing or acquiring Shares
or ADSs pursuant to a Stock Option under the Plan to represent to and agree with
the Advantest Group in writing that such U.S. Stock Option Holder is acquiring
the Shares or ADSs for investment and not with a view to the distribution
thereof.  All certificates for Shares or ADSs delivered under the
Plan, upon exercise of a Stock Option, shall be subject to such stock-transfer
orders and other restrictions as the Company may deem advisable under the rules,
regulations, and other requirements of the Securities and Exchange Commission,
any exchange upon which the Shares or ADSs are then listed, and any applicable
federal or state securities law, and the Company may cause a legend or legends
to be put on any such certificates to make appropriate reference to such
restrictions.  No Shares or ADSs shall be issued hereunder unless the
Advantest Group shall have determined that such issuance is in compliance with,
or pursuant to an exemption from, all applicable federal and state securities
laws.

      


      Bank and
Broker

      


      Notwithstanding
anything to the contrary in the Rules, including, without limitation, Rules 1.1
or 6.6.3, or your Stock Option Acceptance Form:

      


      
        	
                 
      

              	
                (1)

              	
                “Broker” means
      JPMorgan Chase Bank or such other broker or agent appointed from time to
      time by the Company to execute transactions in connection with the Plan;
      and

              


      

      


      
        	
                 
      

              	
                (2)

              	
                A
      U.S. Stock Option Holder shall open and maintain an account in his or her
      name with JPMorgan Chase Bank for the purpose of the payment of the
      proceeds of a sale of Shares or ADSs.  Such account shall be
      opened through the Company.

              


      

      


       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        - 20
-

         

         

        
          Adjustment

           

        

      

      Unless
the Company determines otherwise, notwithstanding Rule 3.1 to the contrary, no
adjustments shall be effective if the result of the adjustment is a reduction in
the aggregate Exercise Price or the aggregate Subscription Price of a stock
option grant.  Any adjustments shall be made in accordance with
Section 1.422 of the Code.

      


      Section 409A of the US
Internal Revenue Code

      


      As the
Option Price is equal to the fair market value of a Share, the Stock Options are
intended to be exempt from Section 409A of the Code (“Section
409A”).  Notwithstanding the foregoing or any provision of the Plan,
if any provision of the Plan contravenes Section 409A or could cause the Stock
Option Holder to incur any tax, interest or penalties under Section 409A, the
Company may, in its sole discretion and without the Stock Option Holder’s
consent, modify such provision to (i) comply with, or avoid being subject to,
Section 409A, or to avoid the incurrence of taxes, interest and penalties under
Section 409A, and/or (ii) maintain, to the maximum extent practicable, the
original intent and economic benefit to the Stock Option Holder of the
applicable provision without materially increasing the cost to the Company or
contravening the provisions of Section 409A.  This provision does not
create an obligation on the part of the Company to modify the Plan and does not
guarantee that the Stock Options will not be subject to taxes, interest and
penalties under Section 409A.