**Exhibit10.2.1**

Us Option AgreementRevised December 2006

**Verigy Ltd. 2006 Equity Incentive Plan**

**Notice of Share OptionGrant**

Youhave been granted an option to purchase Ordinary Shares of Verigy Ltd. (the “Company”).  Your option is summarized on the AwardSummary page of your Smith Barney account.

Your option becomes exercisable with respect to thefirst <<vesting percentage>> of the Shares subject to your optionwhen you complete <<vesting months>> of continuous “Service” (asdefined in the Plan) as an “Awardee Eligible to Vest” (as defined in the Plan) fromthe date of grant.  Thereafter, youroption becomes exercisable with respect to an additional <<vestingpercentage>> of the Shares subject to this option on each <<vestingmonths>>, provided that you continue to be an Awardee Eligible to Vest asof such date.

You and the Company agree that your option is grantedunder and governed by the terms and conditions of the Verigy Ltd. 2006 EquityIncentive Plan (the “Plan”), the Stock Option Agreement (of which this noticeis a part), and the Award Summary.

You further agree that theCompany shall cause the shares issued upon exercise of the option to bedeposited in your Smith Barney Account and, further, that the Company maydeliver electronically all documents relating to the Plan or your option(including, without limitation, prospectuses required by the Securities andExchange Commission) and all other documents that the Company is required todeliver to its security holders (including, without limitation, annual reportsand proxy statements).  You also agreethat the Company may deliver these documents by posting them on a web sitemaintained by the Company or by a third party under contract with the Company.  If the Company posts these documents on a website, it will notify you regarding such posting.
| **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 Stock Option Agreement, this Notice and  the Plan.** | ** ** | By:                                   | **Verigy Ltd.**

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| ** **                                                                                                                                                                                                               |
| /s/ KEITH L. BARNES                                                                                                                                                                                                 |
| ** **                                                                                                                                                                                                               |       | Keith L. Barnes                       |
| ** **                                                                                                                                                                                                               |       | President and Chief Executive Officer |

 

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**Verigy Ltd. 2006 Equity IncentivePlan**

# **ShareOption Agreement**

| **Tax Treatment**                                               |   | This option is intended to be a nonstatutory stock  option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
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| ** **                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Vesting**                                                     |   | This option becomes exercisable in installments,  during the Option term as shown in the Notice of Stock 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  set forth in the Plan in the event your Service terminates because of  retirement, total and permanent disability, or death. 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 before the 7th anniversary of the Date of Grant, as shown  in the Award Summary. (It may expire earlier if your Service terminates, as  described below.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Regular Termination**                                         |   | 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, 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| **Termination as a result of Death, Disability or  Retirement** |   | If you die before your Service terminates, or if  your Service terminates because of your total and permanent disability or in  connection with your retirement due to age, then (i) the vested portion of  this option will be determined by adding 12 months to your length of service  and (ii) you will be entitled to exercise this option until the close of  business at Company headquarters on the one year anniversary of the date of  death, disability or retirement, or, if earlier, until the expiration of the  term of this option, as provided in the 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. |

 

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| **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, and if continued crediting of Service is required  by the terms of the leave or by applicable law. 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 Stock 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.                                                                                        |
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| ** **                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **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 prescribed 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |

 

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| **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. |
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| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **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.                                                                                                                                                                                                                             |
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Stockholder Rights**                      |   | You, or your estate or heirs, have no rights as a  stockholder 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 Republic of Singapore (except its  choice-of-law provisions).                                                                                                                                                                                                                                                                                                                                   |

 

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| **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. |
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**By clicking on the “accept”button on the screen titled “Step 3: Confirm the Review/Acceptance of yourAward,” you agree to be bound by this Stock Option Agreement, the Notice andthe Plan.**

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