Exhibit
10.2.10


NON U.S.
REPLACEMENT OPTION FORM


VERIGY LTD.
2006 EQUITY INCENTIVE PLAN

NOTICE OF REPLACEMENT SHARE OPTION GRANT


For
Awardees located outside the United States


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 Appendix, 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


For
Awardees located outside the United States


	
  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 Share Option 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, or 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.

  
	
   

  	
   

  	
   

  
	
   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 12 months after your termination
  date, or, if earlier, the expiration of the term of this option.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  For all purposes under this Share Option 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.

  
	
   

  	
   

  	
   

  
	
  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. 

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Notwithstanding the above, the exercise methods
  available to you may be restricted due to local legal requirements or
  considerations. You should consult the country-specific provisions contained
  in the attached Appendix and any other relevant employee communications.

  



 









 



 


	
  Withholding
  Taxes and Share Withholding

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Prior to exercise of the option, you will pay or
  make adequate arrangements satisfactory to the Company and/or
  the Employer to satisfy all withholding and payment on account obligations of
  the Company and/or the Employer. In this regard, you
  authorize the Company and/or the Employer to withhold all applicable
  Tax-Related Items legally payable by you from your wages or other cash compensation
  paid to you by the Company and/or the Employer
  or from proceeds of the sale of shares. Alternatively, or in addition, if
  permissible under local law, the Company may (1) sell or
  arrange for the sale of shares that you acquire to meet the withholding
  obligation for Tax-Related Items, and/or (2) withhold in shares, provided
  that the Company only withholds the amount of shares necessary to
  satisfy the minimum withholding amount. Finally, you will pay to the Company
  or the Employer any amount of Tax-Related Items that the Company or
  the Employer may be required to withhold as a result of your participation in
  the Plan or your purchase of shares that cannot be satisfied by the means
  previously described. The Company may refuse to honor
  the exercise and refuse to deliver the shares if you fail to comply with your
  obligations in connection with the Tax-Related Items as described in this
  section.

  
	
   

  	
   

  	
   

  



 









 



 


	
  Restrictions
  on Resale

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Transfer
  of Option

  	
   

  	
  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 ass the Committee deems
  appropriate.

  
	
   

  	
   

  	
   

  
	
  Retention
  Rights

  	
   

  	
  Your option or this Share Option Agreement does not
  give you the right to be retained by the Company or a subsidiary of the
  Company in any capacity. The Company and its subsidiaries reserve the right
  to terminate your Service at any time, with or without cause.

  
	
   

  	
   

  	
   

  
	
  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.

  
	
   

  	
   

  	
   

  
	
  Nature
  of the Grant

  	
   

  	
  In accepting the grant,
  you acknowledge that:
         (a)  the Plan is
  established voluntarily by the Company, it is discretionary in nature and it
  may be modified, amended, suspended or terminated by the 

  
	
   

  	
   

  	
   

  



 









 



 


	
   

  	
   

  	
  Company at any time,
  unless otherwise provided in the Plan and this Share Option Agreement;

           (b)  the grant of this option 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 grants of options, or benefits in lieu of options, even if
  options have been granted repeatedly in the past;

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

           (d)  you are voluntarily participating in the
  Plan; 

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

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

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

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

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

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

           (k)  in consideration of the grant of the
  option, no claim or entitlement to compensation or damages shall arise from
  termination of the option or diminution in value of the option or shares
  purchased through exercise of the option resulting from termination of your
  employment by the Company or the Employer (for any reason whatsoever and
  whether or not in breach of local 

  
	
   

  	
   

  	
   

  



 









 



 


	
   

  	
   

  	
  labor laws) and you
  irrevocably release the Companyand
  the Employer from any such claim that may arise; if, notwithstanding the
  foregoing, any such claim is found by a court of competent jurisdiction to
  have arisen, then, by signing this Share Option Agreement, you shall be
  deemed irrevocably to have waived your entitlement to pursue such claim; and

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

  
	
   

  	
   

  	
   

  
	
  Data
  Privacy Notice and Consent  

  	
   

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

  

  You understand that the Company and your
  employer may hold certain personal information about you,
  including, but not limited to, your name, home address and telephone number, date of
  birth, social insurance number or other identification number, salary,
  nationality, job title, any shares of stock or directorships held in the
  Company, details of all options or any other entitlement to shares awarded,
  canceled, vested, unvested or outstanding in your
  favor, for the purpose of implementing, administering and managing the Plan
  (“Data”). You understand that Data may be transferred to any
  third parties assisting in the implementation, administration and 

  
	
   

  	
   

  	
   

  



 









 



 


	
   

  	
   

  	
  management of the Plan, that
  these recipients may be located in your country, or elsewhere, and that the recipient’s
  country may have different data privacy laws and protections than your
  country. You understand that you
  may request a list with the names and addresses of any potential recipients
  of the Data by contacting your local human resources representative. You
  authorize the recipients to receive, possess, use, retain and transfer the
  Data, in electronic or other form, for the purposes of implementing,
  administering and managing your participation in the Plan, including any
  requisite transfer of such Data as may be required to a broker, escrow agent
  or other third party with whom the shares received upon exercise of the option may
  be deposited. You understand that Data will be held only as long
  as is necessary to implement, administer and manage your
  participation in the Plan. You understand that you
  may, upon request, view Data, request additional information about the
  storage and processing of Data, correct Data or refuse or withdraw the
  consents herein, in any case without cost, by contacting in writing your
  local human resources representative. You understand that refusal or withdrawal of consent
  may affect your ability to participate in the Plan. For more
  information on the consequences of your refusal to consent or withdrawal of consent, You
  understand that You may contact your local human resources representative.

  
	
   

  	
   

  	
   

  
	
  Language

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Applicable
  Law

  	
   

  	
  This Share Option 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 Share
  Option Agreement by reference.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Share Option Agreement and the Appendix,
  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 Share
  Option Agreement may be amended only by another written agreement between the
  parties.

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If you reside in any country named in the Appendix
  to this Share Option Agreement, your grant is also subject to the further
  terms for that country as stated in the attached Appendix.

  



 


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.









 



Appendix to

Verigy Ltd.

Share Option Agreement


For Awardees Located Outside the United States


If you reside in any country named below, your option grant is subject
to the further terms provided below for that country.  These terms are in addition to the terms
stated in the 2006 Equity Incentive Plan Share Option Agreement.


Canada (Quebec only)


The parties acknowledge that it is their express wish that this
agreement, as well as all documents, notices and legal proceeds entered into,
given or instituted pursuant hereto or relating directly or indirectly hereto,
be provided to them in English.


Les parties reconnaissent avoir exigé la rédaction en anglais de cette
convention, ainsi que de tous documents exécutés, avis donnés et procédures
judiciaries intentées, directement ou indirectement, relativement à ou suite à
la présente convention.


Canada (all provinces)


You acknowledge and agree that you will only sell shares acquired
through participation in the Plan outside of Canada through the facilities of a
stock exchange on which the shares are listed. 
Currently, the shares are listed on NASDAQ.


China


You must exercise this option using the “full cashless” method of
exercise, pursuant to which you must: (a) sell all of the shares that you are
entitled to at exercise; and (b) receive the sale proceeds in cash less
deductions for the option exercise price, withholding taxes and brokerage fees,
if any.


Germany


Cross-border payments in excess of €12,500 must be reported
monthly.  If you use a German bank to
affect a cross-border payment in excess of €12,500 in connection with the
purchase or sale of Company shares or other securities, the bank will make the
report.  In which case, you will not have
to report the transaction yourself.  In
addition, you must report any receivables or payables or debts in foreign
currency exceeding an amount of €5,000,000 on a monthly basis.  Finally, you must also report on an annual
basis, in the unlikely event that you hold shares representing 10% or more of
the total or voting capital of the Company.


Italy


By
accepting this option, you acknowledge that you have received a copy of the
Plan, reviewed the Plan, the Share Option Agreement and this Appendix in their
entirety and fully understand and accept all provisions of the Plan, the Share
Option Agreement and this Appendix.









 



You must exercise this option using the “full cashless” method of
exercise, pursuant to which you must: (a) sell all of the shares that you are
entitled to at exercise; and (b) receive the proceeds in cash less deductions
for the option exercise price, withholding taxes and brokerage fees, if any.


In addition, you further acknowledge that you have read and
specifically and expressly approve the following clauses in the Plan and the
Share Option Agreement: (a) your option cannot be transferred other than by
will or the laws of descent and distribution; (b) in the event of involuntary
termination of your employment, your right to vest in options, if any, will
terminate as of the date that you are no longer actively employed by the
Employer; (c) the Plan is discretionary in nature and may be suspended or
terminated by the Company at any time; (d) you are responsible for all
Tax-Related Items, as defined in the Share Option Agreement; (e) all decisions
with respect to future grants will be at the sole discretion of the Company;
(f) you consent to the collection, use and transfer of your personal data as
described in this Share Option Agreement; and (g) this option can only be
exercised through the “full cashless” method of exercise.


Exchange control reporting is required if you transfers cash or shares
to or from Italy in excess of €12,500 or the equivalent amount in U.S.
dollars.  If the payment is made through
an authorized broker resident in Italy, the broker will comply with the
reporting obligation.  In addition, you
will have exchange control reporting obligations if you have any foreign
investment (including stock) held outside Italy in excess of €12,500.  The reporting must be done on your individual
tax return.


Japan


If the value of the shares you acquire under the Plan exceeds ¥100
million in a single transaction, you must file a report with the Ministry of
Finance through the Bank of Japan within 20 days of acquiring the shares.  Please note the reporting requirements vary
depending on whether the relevant payment is made through a bank in Japan.


Korea


When you exercise an option, your remittance of funds must be “confirmed”
by a foreign exchange bank in Korea. 
This procedure does not require approval of the remittance from the
bank.  You must submit the following
documents to the bank with a confirmation application available from the bank:
(i) the notice of grant; (ii) the plan document; (iii) the stock option award
letter or agreement indicating the type of shares to be acquired and the amount
of shares; and (iv) a certificate of employment from your local employer.


Exchange control laws also require Korean residents who realize
US$100,000 or more from the sale of shares to repatriate the proceeds back to
Korea within 18 months of the sale.


Malaysia


All
proceeds from the sale of shares and the receipt of any dividends must be
repatriated to Malaysia as soon as they are received.









 



If you are a director of a Malaysian affiliate of the Company, you are
subject to certain notification requirements under the Malaysian Companies Act,
1965.  Among these requirements is an
obligation to notify the Malaysian affiliate in writing when you receive an
interest (e.g., options, shares) in the Company or any related companies.  In addition, you must notify the Malaysian
affiliate when you sell shares of the Company or any related company (including
when you sell shares acquired pursuant to your options).  These notifications must be made within
fourteen days of acquiring or disposing of any interest in the Company or any
related company.


Singapore


If you are a director, associate director or shadow director of a
Singapore company, you are subject to certain notification requirements under
the Singapore Companies Act.  Among these
requirements is an obligation to notify the Singapore company in writing when
you receive an interest (e.g.,
options, shares) in the Company or any related companies.  In addition, you must notify the Singapore
company when you sell shares of the Company or any related company (including
when you sell shares acquired through exercise of your option).  These notifications must be made within two
days of acquiring or disposing of any interest in the Company or any related
company.  In addition, a notification
must be made of your interests in the Company or any related company within two
days of becoming a director.


Taiwan


You may acquire foreign currency, and remit the same out of Taiwan, up
to US$5 million per year without justification. 
If the transaction amount is TWD$500,000 or more in a single
transaction, you must submit a Foreign Exchange Transaction Form to the remitting
bank.  If the transaction amount is
US$500,000 or more in a single transaction, you must also provide supporting
documentation to the satisfaction of the remitting bank.