Exhibit
10.2.11


FRANCE RSU SUBSTITUTE
GRANT 


VERIGY LTD. 2006 EQUITY INCENTIVE PLAN


NOTICE
OF SHARE UNIT AWARD


For Awardees located in France


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


Your units vest when you complete 24 months of
continuous “Service” (as defined in the Plan) as an “Awardee Eligible to Vest”
(as defined in the Plan) from the date of grant.  Vested units become payable 48 months from
the date of grant.


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


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


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


 


	
  

  	
  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 UNIT AGREEMENT, THIS NOTICE AND THE PLAN.

  	
  By:

  	
  

  
	
   

  	
   

  	
  Keith L. Barnes

  President and Chief Executive Officer

  
	
   

  	
   

  
				



 












VERIGY LTD.
2006 EQUITY INCENTIVE PLAN

SHARE UNIT AGREEMENT


For
Awardees located in France


	
  Payment
  for Units

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Vesting

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If your Service is terminated because of retirement,
  total and permanent disability, or termination without Cause (as defined in the
  U.S. Plan) after the second anniversary of the grant date, your the units are
  subject to certain vesting acceleration provisions as provided in the U.S.
  Plan.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  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.

  
	
   

  	
   

  	
   

  



 












 


	
  Forfeiture

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  The Company determines when your Service terminates
  for this purpose.

  
	
   

  	
   

  	
   

  
	
  Leaves
  of Absence and Part-Time Work

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Nature
  of Units

  	
   

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

  
	
   

  	
   

  	
   

  
	
  No
  Voting Rights or Dividends

  	
   

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

  
	
   

  	
   

  	
   

  



 












 


	
  Units
  Nontransferable

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Settlement
  of Units

  	
   

  	
  Each of your vested units will be settled 48 months
  from the date of grant, unless you and the Company have agreed to a later
  settlement date.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  At the time of settlement, you will receive one
  share of the Company’s Ordinary Shares for each vested unit. You agree that
  the Company shall cause the shares to be deposited in your Smith Barney
  Account.

  
	
   

  	
   

  	
   

  
	
  Withholding
  Taxes

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  



 












 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Restrictions
  on Resale

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  No
  Retention Rights

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Adjustments

  	
   

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

  
	
   

  	
   

  	
   

  



 












 


	
  Nature
  of the Grant

  	
   

  	
  In accepting the award, you acknowledge that:

             (a)  the Plan is established voluntarily by
  the Company, it is discretionary in nature and may be modified, amended,
  suspended or terminated by the Company at any time, as provided in the Plan;

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

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

            (d)  your participation in the Plan is
  voluntary; 

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

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

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

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

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

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

  



 












 


	
   

  	
   

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

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

  
	
   

  	
   

  	
   

  
	
  Data
  Privacy Notice and Consent

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

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

  



 












 


	
   

  	
   

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

  
	
   

  	
   

  	
   

  
	
  Language

  	
   

  	
  If you have received this 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 Agreement shall be governed by, and construed
  in accordance with, the laws of the Republic of Singapore (except its
  choice-of-law provisions).

  
	
   

  	
   

  	
   

  



 












 


	
  The
  Plan and Other Agreements

  	
   

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

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  This Agreement, together with the Award Summary and
  the Plan, constitute the entire understanding between you and the Company
  regarding this award. Any prior agreements, commitments or negotiations
  concerning this award are superseded. This Agreement may be amended only by
  another written agreement between the parties.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  If one or more of the provisions of this 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 Agreement to
  be construed so as to foster the intent of this Agreement and the Plan.

  



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