Exhibit 10.2.9


U.S. REPLACEMENT OPTION 


VERIGY
LTD. 2006 EQUITY INCENTIVE PLAN


NOTICE
OF REPLACEMENT SHARE OPTION GRANT


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 a replacement share option award to purchase a number of Ordinary Shares of
the Company.  The number of Ordinary
Shares subject to the replacement share option and the exercise price per share
were determined by a formula agreed to by Agilent and the Company as part of
the Company’s separation from Agilent. 
Your option is summarized on the Award Summary page of your Smith Barney
account.


Your option becomes exercisable according to the
schedule on the Award Summary page of your Smith Barney account, provided that
you continue to be an Awardee Eligible to Vest as of the vesting date.


You and the Company agree that your option is granted
under and governed by the terms and conditions of the Verigy Ltd. 2006 Equity
Incentive Plan (the “Plan”), the Share Option Agreement (of which this notice
is a part), and the Award Summary.


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


	
  

  	
   

  	
  VERIGY LTD. 

  
	
   

  	
   

  	
   

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

  	
   

  	
  By:

  	
  

  
	
   

  	
   

  	
   

  	
  Keith L. Barnes

  President and Chief Executive Officer

  
	
   

  	
   

  	
   

  



 










 



VERIGY LTD. 2006 EQUITY
INCENTIVE PLAN


SHARE OPTION AGREEMENT


	
  Tax
  Treatment

  	
   

  	
  This option is intended to be a nonstatutory stock
  option.

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

  	
  This option becomes exercisable in installments
  during the Option term, as shown in the Notice of Share Option Grant, as long
  as you remain an Awardee Eligible to Vest (as defined in the Plan). In
  addition, this option is subject to certain vesting acceleration provisions
  in the event your Service terminates because of retirement due to age, total
  and permanent disability, or death. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Vesting may also be accelerated in connection with a
  termination without Cause (as defined in the Plan) within 12 months following
  a Change in Control (as defined in the Plan), or in connection with a
  corporate reorganization, as provided in the Plan. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This option will in no event become exercisable for
  additional shares after your Service has terminated for any reason, except as
  otherwise provided in the Plan and this agreement.

  
	
   

  	
   

  	
   

  
	
  Term

  	
   

  	
  This option expires in any event at the close of
  business at Company headquarters on the day shown in the Award Summary. (It
  may expire earlier if your Service terminates, as described below.)

  
	
   

  	
   

  	
   

  
	
  Regular
  Termination

  	
   

  	
  Notwithstanding the Plan, if your Service terminates
  for any reason except death, total and permanent disability, retirement due
  to age, in accordance with the Company’s or a Subsidiary’s or Affiliate’s
  retirement policy, a voluntary severance incentive program or a workforce
  management program, then this option will expire at the close of business at
  Company headquarters on the date three months after your termination date,
  or, if earlier, the expiration of the term of this option. The Company
  determines when your Service terminates for this purpose.

  
	
   

  	
   

  	
   

  
	
  Death

  	
   

  	
  Notwithstanding the Plan, if you die before your
  Service terminates, then this option shall immediately become fully vested,
  and this option will expire at the close of business at Company headquarters
  on the date 12 months after the date of death, or, if earlier, the expiration
  of the term of this option.

  
	
   

  	
   

  	
   

  



 



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  Disability

  	
   

  	
  Notwithstanding the Plan, if your Service terminates
  because of your total and permanent disability, then this option shall
  immediately become fully vested, and this option will expire at the close of
  business at Company headquarters on the date three years after your
  termination date, or, if earlier, the expiration of the term of this option. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For all purposes under this Agreement, “total and
  permanent disability” means that you are unable to engage in any substantial
  gainful activity by reason of any medically determinable physical or mental
  impairment which can be expected to result in death or which has lasted, or
  can be expected to last, for a continuous period of not less than one year.

  
	
   

  	
   

  	
   

  
	
  Retirement
  Due to Age

  	
   

  	
  Notwithstanding the Plan, if your Service terminates
  upon retirement due to age, in accordance with the Company’s. or its
  subsidiaries’ retirement policy, this option shall immediately become fully
  vested, and this option will expire at the close of business at Company
  headquarters on the date three years after your termination date, or, if
  earlier, the expiration of the term of this option.

  
	
   

  	
   

  	
   

  
	
  Leaves
  of Absence and Part-Time Work

  	
   

  	
  For purposes of this option, your Service does not
  terminate when you go on a military leave, a sick leave or another Company
  approved leave of absence. But your Service terminates when the approved
  leave ends, unless you immediately return to active work. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Restrictions
  on Exercise

  	
   

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

  
	
   

  	
   

  	
   

  



 



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  Notice
  of Exercise

  	
   

  	
  You may exercise this option from time to time for
  any number of shares for which the option is then exercisable, by notice in
  writing, electronically or by other means to, and as proscribed by, the
  Company’s equity incentive administration service provider (the
  “administration service provider”). Your exercise notice will be effective
  and irrevocable at such time as your notice, method of payment (whether by
  cash, check, proceeds from the immediate sale of the option shares, or as
  otherwise provided in the Plan) and such other documentation as the
  administration service provider may require have been received by the
  administration service provider. You hereby direct the Company to deposit any
  shares issued upon exercise of the option in your Smith Barney account.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Form of
  Payment

  	
   

  	
  When you exercise this option, you must provide for
  payment of the option exercise price for the shares that you are purchasing.
  To the extent permitted by applicable law, payment may be made in one (or a
  combination of two or more) of the forms set forth in Sections 5.7 (a), (c)
  and (d) of the Plan.

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes and Stock Withholding

  	
   

  	
  You will not be allowed to exercise this option
  unless you make arrangements acceptable to the Company to pay any withholding
  taxes that may be due as a result of the option exercise. Such arrangements
  include an irrevocable direction to the Company’s securities broker service
  provider to sell all or a part of the Shares being purchased under this
  option and to deliver all or part of the sales proceeds to the Company,
  pursuant to Section 5.7(c) of the plan.

  
	
   

  	
   

  	
   

  
	
  Restrictions
  on Resale

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Option

  	
   

  	
  Unless determined otherwise by the Committee, this
  option may not be sold, pledged, assigned, hypothecated, transferred, or
  disposed of in any manner other than by the beneficiary designation, will or
  by the laws of descent or distribution and may be exercised, during your
  lifetime, only by you.  If the Committee makes this option transferable,
  it shall contain such additional terms and conditions as the Committee deems
  appropriate.

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  Your option 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.

  
	
   

  	
   

  	
   

  



 



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  Shareholder
  Rights

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Applicable
  Law

  	
   

  	
  This Agreement shall be governed by, and construed
  in accordance with, the laws of the State of Delaware (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 and
  the Plan, constitute the entire understanding between you and the Company
  regarding this option. Any prior agreements, commitments or negotiations
  concerning this option are superseded. This Agreement may be amended only by
  another written agreement between the parties.

  



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 SHARE
OPTION AGREEMENT, THE NOTICE AND THE PLAN.



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