**Exhibit10.11**

INDEMNITYAGREEMENT

This IndemnityAgreement, dated as of                         ,           is made by andbetween Verigy US, Inc., a Delaware corporation (“***VerigyUS***”) , and                                 ,a director, officer or key employee of Verigy US or one of Verigy US’s affiliatesor other service provider who satisfies the definition of Indemnifiable Personset forth below (the “***Indemnitee***”).

RECITALS

WHEREAS, Verigy USis an indirect, wholly-owned subsidiary of Verigy Ltd., a company organizedunder the laws of the Republic of Singapore (“***VerigyLtd.***”); and

WHEREAS, basedupon their experience as business managers, the members of the Board ofDirectors of Verigy US (the “***Board***”)have concluded that attracting and retaining competent and experienced personsto serve in key leadership roles with Verigy US and with each of its Affiliatesis essential to the success of Verigy US; and

WHEREAS, Verigy USis aware that competent and experienced persons are increasingly reluctant toserve as representatives of corporations unless they are protected bycomprehensive liability insurance and/or indemnification, due to increasedexposure to litigation costs and risks resulting from their service to suchcorporations, and due to the fact that the exposure frequently bears noreasonable relationship to the compensation of such representatives; and

WHEREAS, Verigy USbelieves that it is unfair for its representatives and for the representativesof its Affiliates (as defined below) to assume the risk of large judgments andExpenses and Other Liabilities (as defined below) that may be incurred in casesin which the representative received no personal profit and in cases where therepresentative was not culpable; and

WHEREAS, VerigyLtd. has entered into indemnity agreements substantially similar to thisAgreement with each of its directors, executive officers and certain other keyemployees and service providers (the “***Singapore IndemnityAgreements***”); and

WHEREAS, theSingapore Companies Act provides that Singapore companies may only indemnifyofficers and directors in very limited circumstances which, as a practicalmatter, means that that Verigy Ltd., may not be legally permitted to fulfillits obligations to the indemnitees under the Singapore Indemnity Agreements;and

WHEREAS, Section145 (“Section 145”) of the Delaware General Corporation Law (the “DGCL”), underwhich Verigy US is organized, empowers Verigy US to indemnify by agreement itsofficers, directors, employees and agents, and persons who serve, at therequest of Verigy US, as directors, officers, employees or agents of othercorporations, partnerships, joint ventures, trusts or other enterprises, andexpressly provides that the indemnification provided by Section 145 is notexclusive;

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WHEREAS, Verigy UShas determined that the liability insurance coverage available to Verigy US andits Affiliates for their representatives as of the date hereof may beinadequate.  Verigy US believes,therefore, that the interests of Verigy US’s stockholders would best be servedby the indemnification by Verigy US of selected representatives of Verigy USand its Affiliates; and

WHEREAS, inrecognition of Indemnitee’s need for substantial protection against personalliability in order to support and encourage Indemnitee’s continued service to VerigyUS and/or its Affiliates in an effective manner, Verigy US wishes to provide inthis Agreement for the indemnification of and the advancement of Expenses toIndemnitee to the fullest extent (whether partial or complete) permitted by lawand as set forth in this Agreement, and, to the extent insurance is maintained,for the continued coverage of Indemnitee under the directors’ and officers’liability insurance policies of Verigy US and its Subsidiaries and Affiliates.

AGREEMENT

NOW, THEREFORE,the parties hereto, intending to be legally bound, hereby agree as follows:

# 1.             Definitions.

(a)           Affiliate.  For purposes of this Agreement, “Affiliate”of Verigy US means (i) Verigy Ltd.; (ii) any direct or indirect subsidiary of VerigyUS or of Verigy Ltd., (iii) any corporation, partnership, joint venture, trustor other enterprise in respect of which the Indemnitee is or was or will beserving as a director, officer, advisory director, trustee, manager, member,partner, employee, agent, attorney, consultant, member of the entity’sgoverning body (whether constituted as a board of directors, board of managers,general partner or otherwise), fiduciary, or in any other similar capacity atthe direct or indirect request of Verigy US or of Verigy Ltd., including, butnot limited to, any employee benefit plan of Verigy US or of any Affiliate of VerigyUS.

## (b)           Expenses.  For purposes of this Agreement, “Expenses”means all direct and indirect costs of any type or nature whatsoever (including,without limitation, all attorneys’ fees and related disbursements, and otherout-of-pocket costs, including, without limitation, experts’ fees, court costs,retainers, transcript fees, duplicating, printing and binding costs, as well astelecommunications, postage and courier charges) paid or incurred by theIndemnitee in connection with the inquiry, investigation, defense or appeal ofa Proceeding (as defined below), establishing, defending or enforcing a rightto indemnification under this Agreement, Section 145 or otherwise or being awitness in or participating in (including on appeal) any Proceeding, orpreparing for the inquiry, defense or appeal of a Proceeding or for being awitness in or participating in (including on appeal) any Proceeding; provided,however, that Expenses shall not include any judgments, fines, ERISA (or otheremployee benefit plan related) excise taxes or penalties or amounts paid insettlement of a Proceeding.

(c)           Indemnifiable Event.  For purposes of this Agreement,“Indemnifiable Event” means any event or occurrence related to Indemnitee’sservice for Verigy US or its

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Affiliates as anIndemnifiable Person (as defined below), or by reason of anything done or notdone, or any act or omission, by Indemnitee in any such capacity.

(d)           Indemnifiable Person.  For the purposes of this Agreement, “IndemnifiablePerson” means any person who is or was a director, officer, employee, attorney,advisory director, trustee, manager, member, partner, consultant, member of anentity’s governing body (whether constituted as a board of directors, board ofmanagers, general partner or otherwise) or other agent or fiduciary of VerigyUS or an Affiliate of Verigy US; or is or was serving at the request of VerigyUS or an Affiliate of Verigy US, or for the convenience of, or to represent theinterest of Verigy US or an Affiliate of Verigy US as a director, officer,employee, attorney, advisory director, trustee, manager, member, partner,consultant, member of an entity’s governing body (whether constituted as aboard of directors, board of managers, general partner or otherwise) or otheragent or fiduciary of another foreign or domestic corporation, partnership,limited liability company, joint venture, trust, employee benefit plan or otherenterprise or entity; or was a director, officer, employee, attorney, advisorydirector, trustee, manager, member, partner, consultant, member of an entity’sgoverning body (whether constituted as a board of directors, board of managers,general partner or otherwise) or other agent or fiduciary of a foreign ordomestic corporation or other enterprise which was a predecessor of Verigy US orof any of its Affiliates, or was a director, officer, employee, attorney,advisory director, trustee, manager, member, partner, consultant, member of anentity’s governing body (whether constituted as a board of directors, board ofmanagers, general partner or otherwise) or other agent or fiduciary of anothercorporation, partnership, limited liability company, joint venture, trust,employee benefit plan or other enterprise or entity at the request of, for theconvenience of, or to represent the interests of such predecessor.

(e)           Other Liabilities.  For purposes of this Agreement, “OtherLiabilities” means any and all liabilities of any type whatsoever (including,but not limited to, judgments, fines, ERISA (or other benefit plan related)excise taxes or penalties, and amounts paid in settlement and all interest,taxes, assessments and other charges paid or payable in connection with or inrespect of any Expenses or any such judgments, fines, ERISA (or other benefitplan related) excise taxes or penalties, or amounts paid in settlement).

(f)            Proceeding.  For the purposes of this Agreement, “Proceeding”means any threatened, pending, or completed action, suit or other proceeding,whether civil, criminal or administrative and including any appeal thereof, orany inquiry or investigation, whether instituted by Verigy US or any of itsAffiliates or by any governmental agency or any other party, that Indemnitee ingood faith believes might lead to the institution of any such action, suit orother proceeding, whether civil, criminal, administrative, investigative or anyother type whatsoever, including any arbitration or other alternative disputeresolution mechanism.

2.             Agreement to Serve.  The Indemnitee agrees to serve and/orcontinue to serve Verigy US or the Affiliate of Verigy US in the capacity orcapacities in which Indemnitee currently serves Verigy US or such Affiliate(s) asan Indemnifiable Person, and any additional capacity in which Indemnitee mayagree to serve, until such time as Indemnitee’s service in a particularcapacity shall end according to the terms of an agreement, governing law, orotherwise.  Nothing contained in thisAgreement is intended to create any right to continued

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employment or other formof service for Verigy US or any Affiliate of Verigy US by Indemnitee.

3.             MandatoryIndemnification.  In the eventIndemnitee was, is or becomes a party to or witness or other participant in, oris threatened to be made a party to or witness or other participant in, aProceeding by reason of (or arising in part out of) an Indemnifiable Event, VerigyUS shall hold harmless and indemnify the Indemnitee to the fullest extent not prohibited(a) by the provisions of Verigy US’s Certificate of Incorporation and Bylaws asthe same may be amended from time to time (but only to the extent that suchamendment permits Verigy US to provide broader indemnification rights than the Certificateof Incorporation and/or Bylaws permitted prior to the adoption of suchamendment) and (b) by the DGCL.  Inaddition to and not in limitation of the indemnification otherwise provided forherein, and subject only to the exclusions set forth in Section 10 below, VerigyUS hereby further agrees to hold harmless and indemnify Indemnitee as follows:

(a)           Third Party Actions.  If the Indemnitee is a person who was or is aparty or is threatened to be made a party to any Proceeding (other than anaction by or in the right of Verigy US, which actions are addressed in Section3(b) below) by reason of the fact that he or she is or was serving Verigy US oran Affiliate of Verigy US as an Indemnifiable Person, or by reason of anythingdone or not done by Indemnitee in any such capacity as an Indemnifiable Person,or by reason of an Indemnifiable Event, against any and all Expenses and OtherLiabilities incurred by Indemnitee in connection with (including in preparationfor) the inquiry, investigation, defense, settlement or appeal of suchProceeding if Indemnitee acted in good faith and in a manner he or shereasonably believed to be in or not opposed to the best interests of Verigy US,and, with respect to any criminal action or Proceeding, had no reasonable causeto believe his or her conduct was unlawful; and

(b)           Derivative Actions.  If the Indemnitee is a person who was or is aparty or is threatened to be made a party to any Proceeding by or in the rightof Verigy US to procure a judgment in its favor by reason of the fact that heor she is or was serving Verigy US or an Affiliate of Verigy US as anIndemnifiable Person, or by reason of anything done or not done by Indemniteein any such capacity as an Indemnifiable Person, or by reason of anIndemnifiable Event, against any and all Expenses and Other Liabilitiesincurred by Indemnitee in connection with the inquiry, investigation, defense,settlement, or appeal of such Proceeding if Indemnitee acted in good faith andin a manner he or she reasonably believed to be in or not opposed to the bestinterests of Verigy US; except that no indemnification under this subsectionshall be made in respect of any claim, issue or matter as to which such personshall have been finally adjudged to be liable to Verigy US, unless and only tothe extent that the court in which such Proceeding was brought shall determineupon application that, despite the adjudication of liability but in view of allthe circumstances of the case, such person is fairly and reasonably entitled toindemnity for such amounts which the court shall deem proper; provided,however, that in the event that Indemnitee shall be adjudged to be liable to VerigyUS, Verigy US shall use its best efforts to obtain a ruling of the court inwhich the Proceeding is brought to the effect that Indemnitee is neverthelessfairly and reasonably entitled to indemnification to the greatest extentpossible.

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(c)           Determination of “Good Faith”.  For purposes of any determination of  “good faith” hereunder, Indemnitee shall bedeemed to have acted in good faith if in taking such action Indemnitee reliedon the records or books of account of Verigy US or an Affiliate of Verigy US,including financial statements, or on information, opinions, reports orstatements provided to Indemnitee by the officers or other employees of VerigyUS or an Affiliate of Verigy US in the course of their duties, or on the adviceof legal counsel for Verigy US or an Affiliate of Verigy US, or on informationor records given or reports made to Verigy US or an Affiliate of Verigy US byan independent certified public accountant or by an appraiser or other expertselected by Verigy US or an Affiliate of Verigy US, or by any other person(including legal counsel, accountants and financial advisors) as to mattersIndemnitee reasonably believes are within such other person’s professional orexpert competence and who has been selected with reasonable care by or onbehalf of Verigy US.  In connection withany determination as to whether Indemnitee is entitled to be indemnifiedhereunder, the Reviewing Party (as defined below) or court shall presume thatthe Indemnitee has satisfied the applicable standard of conduct and is entitledto indemnification, and the burden of proof shall be on Verigy US to establish,by clear and convincing evidence, that Indemnitee is not so entitled.  The provisions of this Section 3(c) shall notbe deemed to be exclusive or to limit in any way the other circumstances inwhich the Indemnitee may be deemed to have met the applicable standard of conductset forth in this Agreement.  Inaddition, the knowledge and/or actions, or failures to act, of any other personserving Verigy US or an Affiliate of Verigy US as an Indemnifiable Person shallnot be imputed to Indemnitee for purposes of determining the right toindemnification hereunder.

# 4.             PartialIndemnification.  If the Indemniteeis entitled under any provision of this Agreement to indemnification by VerigyUS for some or a portion of any Expenses or Other Liabilities incurred byIndemnitee (a) in connection with (including in preparation for) the inquiry,investigation, defense, settlement or appeal of a Proceeding, (b) as or inpreparation to be a witness or participant in a Proceeding, or (c) otherwise,but not entitled, however, to indemnification for the total amount of suchExpenses or Other Liabilities, Verigy US shall nevertheless indemnify theIndemnitee for such total amount except as to the portion thereof to which theIndemnitee is not entitled as determined pursuant to the standard set forth inSection 3 above.  For avoidance of doubt,if Indemnitee is not wholly successful in such Proceeding but is successful, onthe merits or otherwise, as to one or more but less than all claims, issues ormatters in such Proceeding, Verigy US shall indemnify Indemnitee in connectionwith each successfully resolved claim, issue or matter.  Indemnitee’s satisfaction of the applicablestandard of conduct described in Section 3 above with respect to a particularclaim, issue or matter shall be considered a successful resolution as to suchclaim, issue or matter.  Furthermore, forpurposes of this Agreement and without limitation, the termination of anyclaim, issue or matter by dismissal with or without prejudice shall be deemedto be a successful resolution as to such claim, issue or matter.  In any review or Proceeding to determine theextent of indemnification, Verigy US shall bear the burden to establish, byclear and convincing evidence, the lack of a successful resolution of aparticular claim, issue or matter and which amounts sought in indemnity areallocable to claims, issues or matters which were not successfully resolved.

5.             LiabilityInsurance.  So long as Indemniteeshall continue to serve Verigy US or an Affiliate of Verigy US as anIndemnifiable Person and thereafter so long as Indemnitee shall be subject toany possible claim or threatened, pending or completed Proceeding as a resultof an

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Indemnifiable Event, VerigyUS shall use its best efforts to maintain in full force and effect for the benefitof Indemnitee as an insured (i) liability insurance issued by one or morereputable insurers and having the policy amount and deductible deemedappropriate by the Board and providing in all respects coverage at leastcomparable to and in the same amount as that then being provided to theChairman of the Board or the Chief Executive Officer of Verigy US and (ii) anyreplacement or substitute policies issued by one or more reputable insurersproviding in all respects coverage at least comparable to and in the sameamount as that currently provided under such existing policy and providing inall respects coverage at least comparable to and in the same amount as thatthen being provided to the Chairman of the Board or the Chief Executive Officerof Verigy US (collectively, “D&O Insurance”).  Verigy US may make other financialarrangements in order to satisfy any obligations that it may incur under thisAgreement, including but not limited to establishing one or more trust funds,letters of credit, or surety bonds on behalf of the Indemnitee against any andall liability, whether asserted against him or her in his or her capacity as anIndemnifiable Person or arising out of such capacity, whether or not Verigy USwould have the power to indemnify him or her against such liability under theprovisions of this Agreement or under the DGCL as it may then be in effect, orotherwise.  The purchase, establishmentand maintenance of any such insurance or other arrangements shall not in anyway limit or affect the rights and obligations of Verigy US or of theIndemnitee under this Agreement except as expressly provided herein, and theexecution and delivery of this Agreement by Verigy US and the Indemnitee shallnot in any way limit or affect the rights and obligations of Verigy US or theother party or parties thereto under any such insurance or other arrangement.

6.             MandatoryAdvancement of Expenses.  Subject toSection 10 below, Verigy US shall advance prior to the final disposition of theProceeding all Expenses incurred by the Indemnitee in connection with(including in preparation for) a Proceeding related to an IndemnifiableEvent.  Indemnitee hereby undertakes torepay such amounts advanced only if, and to the extent that, it shallultimately be determined that the Indemnitee is not entitled to be indemnifiedby Verigy US under the provisions of this Agreement, Verigy US’s Certificate ofIncorporation or By-laws or the DGCL. Notwithstanding the preceding sentence or any other provision of thisAgreement, Verigy US, on its own behalf and that of its Subsidiaries andAffiliates, waives any undertaking by Indemnitee to repay any advance orpayment of Expenses, to the maximum extent permitted by the DGCL.  The advances to be made hereunder shall bepaid by Verigy US to the Indemnitee or directly to a third party designated byIndemnitee within ten (10) days following delivery of a written requesttherefor by the Indemnitee to Verigy US. In addition, for avoidance of doubt, Verigy US agrees to pay promptly,whether by way of reimbursement to Indemnitee or direct payment to a thirdparty designated by Indemnitee, all Expenses incurred by Indemnitee or onIndemnitee’s behalf in connection with (including in preparation for) anyProceeding to which Indemnitee is a witness or other participant by reason ofthe fact that Indemnitee is or was serving Verigy US or an Affiliate of VerigyUS as an Indemnifiable Person. Indemnitee’s right to advancement of Expenses hereunder is absolute andshall not be subject to any prior determination by any Reviewing Party that theIndemnitee has satisfied any applicable standard of conduct forindemnification.  Indemnitee’sundertaking to repay any Expenses advanced to the Indemnitee hereunder shall beunsecured and shall not be subject to the accrual or payment of any interestthereon.

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7.             Enforcement.  Any right to indemnification, advancement ofExpenses or the exercise of other rights granted by this Agreement toIndemnitee shall be enforceable by or on behalf of Indemnitee in any court ofcompetent jurisdiction if (i) the claim for indemnification or advancement ofExpenses is denied, in whole or in part, or Indemnitee’s exercise of his or herrights is disputed, in whole or in part, or (ii) no decision on such claim ismade within the applicable time period set forth herein.  Indemnitee, in such enforcement action, shallalso be entitled to be paid all Expenses associated with enforcing his or herclaim or exercise of rights, unless as a part of such enforcement action, thecourt of competent jurisdiction determines that the action was instituted inbad faith or was frivolous.  It shall bea defense to any action for which a claim for indemnification is made underSection 3 hereof (other than an action brought to enforce a claim for Expensesmade under Section 6 hereof, provided that the required undertaking has beentendered to Verigy US) that Indemnitee is not entitled to indemnificationbecause of the limitations set forth in Section 10 hereof.  Neither the failure of Verigy US (includingthe Board or its stockholders) to have made a determination prior to thecommencement of such enforcement action that indemnification of Indemnitee isproper under the circumstances, nor an actual determination by Verigy US(including the Board, its stockholders, or otherwise under Section 9(d)) thatsuch indemnification is improper shall be a defense to the action or create apresumption that Indemnitee is not entitled to indemnification under thisAgreement or otherwise.  In addition, inthe event of an action instituted by or in the name of Verigy US or anAffiliate of Verigy US to enforce or interpret the terms of this Agreement,Indemnitee shall be entitled to be paid all Expenses incurred by Indemnitee indefense of such action (including with respect to Indemnitee’s counterclaimsand cross-claims made in such action and including any appeal), unless as apart of such action, the court of competent jurisdiction determines thatIndemnitee’s defenses to such action were made in bad faith or were frivolous.  The Board, may in its sole discretion,provide by resolution for payment of such Expenses to Indemnitee even if theBoard is not certain that Indemnitee is or will be entitled to the payment ofhis or her Expenses under the provisions of this Section 7.

8.             Notice and OtherIndemnification Procedures.

(a)           After receipt by theIndemnitee of notice of the commencement of, or the threat of commencement of,any Proceeding, the Indemnitee shall, if the Indemnitee believes thatindemnification or advancement of Expenses with respect thereto may be soughtfrom Verigy US under this Agreement, notify Verigy US of the commencement orthreat of commencement thereof.  However,a failure so to notify Verigy US within a reasonable period of time followingIndemnitee’s receipt of such notice shall not relieve Verigy US from anyliability that it may have to the Indemnitee otherwise than under thisAgreement, including, without limitation, its liability under its Certificateof Incorporation or By-laws or the DGCL.

(b)           The Indemnitee shall beentitled to select his or her own counsel to defend him or her with respect toa Proceeding and such counsel shall be paid directly by Verigy US in accordancewith the provisions of Section 6.

9.             Determination ofRight to Indemnification.

(a)           Unless Indemnitee is notentitled to indemnification as a result of an exclusion set forth in Section 10below, Verigy US shall indemnify the Indemnitee against Expenses and OtherLiabilities paid or incurred by Indemnitee in connection with any

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Proceeding referred to inSection 3 of this Agreement or any other Proceeding arising out of anIndemnifiable Event, including in the event that Indemnitee has been successfulon the merits or otherwise in defense of any Proceeding referred to in Section3 above or in the defense of any claim, issue or matter described herein, orconsistent with Section 145.

## (b)           Inthe event that Section 9(a) is inapplicable, Verigy US shall also indemnify theIndemnitee if he or she has not failed to meet the applicable standard ofconduct for indemnification.  Inconnection with any determination as to whether Indemnitee is entitled to beindemnified hereunder, the burden of proof shall be on Verigy US to prove byclear and convincing evidence that Indemnitee is not so entitled.

(c)           Verigy US’s obligationsto indemnify Indemnitee under this Agreement shall be satisfied fully no laterthan thirty (30) days following the receipt by Verigy US of written notice byor on behalf of Indemnitee that Indemnitee is so entitled.

## (d)           Inthe event that Verigy US fails to satisfy its obligations within the time frameset forth in Section 9(c) above, the Indemnitee, in his or her sole discretion,shall be entitled to select the forum in which determination of whether or notIndemnitee has met the applicable standard of conduct and such election will bemade from among the following:

##### (1)           Thosemembers of the Board consisting of directors who are not parties to theProceeding for which indemnification is being sought, even though less than aquorum;

##### (2)           Thestockholders of Verigy US;

##### (3)           Independentlegal counsel selected by the Indemnitee and approved by the Board, whichapproval may not be unreasonably withheld, which counsel shall make suchdetermination in a written opinion; or

##### (4)           Inthe event that Indemnitee is neither an officer nor a director of Verigy US atthe time that Indemnitee is selecting the forum, a panel of three arbitrators,one of whom is selected by Verigy US, another of whom is selected by theIndemnitee and the last of whom is selected by the first two arbitrators soselected.

The selected forum shallbe referred to herein as the “Reviewing Party”.

##### (e)           Assoon as practicable, and in no event later than thirty (30) days after receiptby Verigy US of written notice of the Indemnitee’s choice of forum pursuant toSection 9(d) above, Verigy US and Indemnitee shall each submit to the ReviewingParty such information as they believe is appropriate for the Reviewing Partyto consider.  The Reviewing Party shallarrive at its decision within a reasonable period of time following the receiptof all such information from Verigy US and Indemnitee, but in no event laterthan sixty (60) days following the receipt of all such information.  Notwithstanding the foregoing, if additional informationis requested by the Reviewing Party in order to be able to make a more informeddecision, the Reviewing Party shall arrive at its decision within a reasonableperiod of time following the receipt of such additional information, but in noevent later than thirty (30) days following the receipt of such additionalinformation.  All Expenses associatedwith the process

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##### set forth inthis Section 9(e), including but not limited to the Expenses of the ReviewingParty, shall be paid by Verigy US.

(f)            In the event that adetermination is not made within the time prescribed in Section 9(e), therequisite determination of entitlement to indemnification shall be deemed tohave been made and Indemnitee shall be absolutely entitled to suchindemnification, absent (i) misrepresentation by Indemnitee of a material factin the request for indemnification or (ii) a final judicial determination thatall or any part of such indemnification is expressly prohibited by law.

##### (g)           Notwithstandinga determination by any Reviewing Party listed in Section 9(d) hereof thatIndemnitee is not entitled to indemnification with respect to a specificProceeding, the Indemnitee shall have the right to apply to the court in whichthat Proceeding is or was pending, or any other court of competentjurisdiction, for the purpose of enforcing the Indemnitee’s right toindemnification pursuant to the Agreement.

(h)           To the extent deemedappropriate by the court or the Reviewing Party, interest shall be paid by VerigyUS at a reasonable interest rate (which shall generally be at the interest ratethat Verigy US is then paying or would have to pay for unsecured loans) foramounts that Verigy US indemnifies or is obliged to indemnify the Indemniteefor the period commencing with the date on which Indemnitee requestedindemnification (or advancement of Expenses) and ending with the date on whichsuch payment is made to Indemnitee by Verigy US.

##### (i)            VerigyUS shall indemnify the Indemnitee against all Expenses incurred by theIndemnitee in connection with any hearing or Proceeding under this Section 9involving the Indemnitee and against all Expenses and Other Liabilitiesincurred by the Indemnitee in connection with any other Proceeding between VerigyUS and the Indemnitee involving the interpretation or enforcement of the rightsof the Indemnitee under this Agreement unless a court of competent jurisdictionfinds that each of the material claims and/or defenses of the Indemnitee in anysuch Proceeding was frivolous or made in bad faith.  Such Expenses shall be paid to Indemnitee ordirectly to a third party designated by Indemnitee within ten (10) days of awritten request by Indemnitee to Verigy US.

##### (j)            Ifa determination is made or deemed to be made pursuant to the terms of thisSection 9 that Indemnitee is entitled to indemnification, Verigy US shall bebound by such determination in any judicial proceeding or arbitration in theabsence of (i) a misrepresentation of a material fact by Indemnitee or (ii) afinal judicial determination that all or any part of such indemnification isexpressly prohibited by law.

(k)           Verigy US andIndemnitee agree that they shall be precluded from asserting that theprocedures and presumptions of this Agreement are not valid, binding andenforceable.  Verigy US and Indemniteefurther agree to stipulate in any such court that Verigy US and Indemnitee arebound by all of the provisions of this Agreement and are precluded from makingany assertion to the contrary.

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10.           Exceptions.  Any other provision herein to the contrary notwithstanding,Verigy US shall not be obligated pursuant to the terms of this Agreement underthe following circumstances:

##### (a)           ClaimsInitiated by Indemnitee.  Toindemnify or advance Expenses to the Indemnitee with respect to Proceedings orclaims initiated or brought voluntarily by the Indemnitee and not by way ofdefense, except with respect to (1) Proceedings brought to establish or enforcea right to indemnification under this Agreement, any other statute or law, aspermitted under Section 145, or otherwise, and (2) Proceedings brought todischarge Indemnitee’s fiduciary responsibilities, whether under ERISA orotherwise, but such indemnification or advancement of Expenses may be providedby Verigy US in specific cases if the Board finds it to be appropriate; or

##### (b)           UnauthorizedSettlements.  To indemnify theIndemnitee under this Agreement for any amounts paid in settlement of aProceeding unless Verigy US consents to such settlement, which consent shallnot be unreasonably withheld or delayed; or

(c)           Prior Payment from Another Source.  To indemnify the Indemnitee with respect toany Expense or Other Liability for which Indemnitee would otherwise be entitledto be indemnified if and to the extent that Indemnitee has actually receivedpayment with respect to such Expense or Other Liability (net of costs incurredin collecting such payment) pursuant to this Agreement, any insurance policy,contract, agreement or otherwise; or

(d)           Undeserved Personal Advantage.  To indemnify the Indemnitee under this Agreementfor Other Liabilities from a Proceeding in which a court enters a judgmentconcluding that the Indemnitee gained in fact a material personal profit oradvantage to which the Indemnitee is not entitled; or

##### (e)           16(b)Actions.  To indemnify the Indemniteeon account of any suit in which judgment is rendered against Indemnitee for anaccounting of profits made from the purchase or sale by Indemnitee ofsecurities of Verigy US pursuant to the provisions of Section 16(b) of theSecurities Exchange Act of l934 and amendments thereto or similar provisions ofany federal, state or local statutory law; or

#####  (f)           UnlawfulIndemnification.  To indemnify theIndemnitee for Other Liabilities if a final decision by a court havingjurisdiction in the matter shall determine that such indemnification isprohibited by law. Both Verigy US and Indemnitee acknowledge that in certaininstances, applicable law or public policy may prohibit Verigy US fromindemnifying under this Agreement or otherwise a person serving Verigy US or anAffiliate of Verigy US as an Indemnifiable Person.

##### 11.           Non-exclusivity.  The provisions for indemnification andadvancement of Expenses set forth in this Agreement shall not be deemedexclusive of any other rights which the Indemnitee may have under any provisionof law, Verigy US’s Certificate of Incorporation or By-laws, the vote of VerigyUS’s stockholders or disinterested directors, other agreements, or otherwise,both as to acts or omissions in his or her official capacity and to acts oromissions in another capacity while serving Verigy US or an Affiliate of VerigyUS as an Indemnifiable

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##### Person and theIndemnitee’s rights hereunder shall continue after the Indemnitee has ceasedserving Verigy US or an Affiliate of Verigy US as an Indemnifiable Person andshall inure to the benefit of the heirs, executors and administrators of theIndemnitee.

12.           Period ofLimitations.  No legal action shallbe brought and no cause of action shall be asserted by or in the right of VerigyUS against Indemnitee, Indemnitee’s spouse, heirs, executors, administrators orpersonal or legal representatives after the expiration of two years from thedate of accrual of such cause of action, a period that may not be lengthenedfor any reason, and any claim or cause of action of Verigy US shall beextinguished and deemed released unless asserted by the timely filing of alegal action within such two-year period; provided, however, that if anyshorter period of limitations is otherwise applicable to any such cause ofaction, such shorter period shall govern.

13.           Interpretation ofAgreement.  It is understood that theparties hereto intend this Agreement to be interpreted and enforced so as toprovide indemnification and advancement of Expenses to the Indemnitee to thefullest extent now or hereafter not expressly prohibited by law.

14.           Severability.  If any provision or provisions of thisAgreement shall be held to be invalid, illegal or unenforceable for any reasonwhatsoever, (i) the validity, legality and enforceability of the remainingprovisions of the Agreement (including, without limitation, all portions of anyparagraphs of this Agreement containing any such provision held to be invalid,illegal or unenforceable, that are not themselves invalid, illegal orunenforceable) shall not in any way be affected or impaired thereby, and (ii)to the fullest extent possible, the provisions of this Agreement (including,without limitation, all portions of any paragraphs of this Agreement containingany such provision held to be invalid, illegal or unenforceable, that are notthemselves invalid, illegal or unenforceable) shall be construed so as to giveeffect to the intent manifested by the provision held invalid, illegal orunenforceable and to give effect to Section 13 hereof.

15.           Modification andWaiver.  No supplement, modificationor amendment of this Agreement shall be binding unless executed in writing byboth of the parties hereto.  No waiver ofany of the provisions of this Agreement shall be deemed or shall constitute awaiver of any other provision hereof (whether or not similar) and except asexpressly provided herein, no such waiver shall constitute a continuing waiver.

16.           Successors andAssigns.  The terms of this Agreementshall bind, and shall inure to the benefit of, the successors and assigns ofthe parties hereto.

17.           Notice.  All notices, requests, demands and othercommunications under this Agreement shall be in writing and shall be deemedduly given (i) if delivered by hand and a receipt is provided by the party to whomsuch communication is delivered, (ii) if mailed by certified or registered mailwith postage prepaid, return receipt requested, on the signing by the recipientof an acknowledgement of receipt form accompanying delivery through the U.S.mail, (iii) personal service by a process server, or (iv) delivery to therecipient’s address by overnight delivery (e.g., FedEx, UPS or DHL) or othercommercial delivery service.  Addressesfor notice to either party are as shown on the signature page of thisAgreement, or as subsequently modified by written notice complying with theprovisions of this Section 17.  Deliveryof

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communications to VerigyUS with respect to this Agreement shall be sent to the attention of Verigy US’sGeneral Counsel.

18.           No Presumptions.  For purposes of this Agreement, thetermination of any claim, action, suit or Proceeding, by judgment, order,settlement (whether with or without court approval) or conviction, or upon aplea of nolo contendere or its equivalent, shall not, of itself, create apresumption that Indemnitee did not meet any particular standard of conduct orhave any particular belief or that a court has determined that indemnificationis not permitted by applicable law or otherwise.  In addition, neither the failure of Verigy USor a Reviewing Party to have made a determination as to whether Indemnitee hasmet any particular standard of conduct or had any particular belief, nor anactual determination by Verigy US or a Reviewing Party that Indemnitee has notmet such standard of conduct or did not have such belief, prior to thecommencement of Proceedings by Indemnitee to secure a judicial determination byexercising Indemnitee’s rights under Sections 7 or 9(g) of this Agreement thatIndemnitee should be indemnified under applicable law shall be a defense toIndemnitee’s claim or create a presumption that Indemnitee has failed to meetany particular standard of conduct or did not have any particular belief or isnot entitled to indemnification under applicable law or otherwise.

19.           Survival of Rights.

(a)           The rights conferred onIndemnitee by this Agreement shall continue after Indemnitee has ceased toserve Verigy US or an Affiliate of Verigy US as an Indemnifiable Person andshall inure to the benefit of Indemnitee’s heirs, executors and administrators.

(b)           Verigy US shall requireany successor (whether direct or indirect, by purchase, merger, consolidationor otherwise) to all or substantially all of the business or assets of VerigyUS, expressly to assume and agree to perform this Agreement in the same mannerand to the same extent that Verigy US would be required to perform if no suchsuccession had taken place.

20.           Subrogation.  In the event of payment under this Agreement,Verigy US shall be subrogated to the extent of such payment to all of therights of recovery of Indemnitee, who shall execute all documents required andshall do all acts that may be necessary to secure such rights and to enable VerigyUS effectively to bring suit to enforce such rights.

21.           Duration.  All agreements and obligations of Verigy UScontained herein shall continue during the period while Indemnitee is serving VerigyUS or an Affiliate of Verigy US as an Indemnifiable Person and shall continuethereafter so long as the Indemnitee shall be subject to any possible claim orthreatened, pending or completed Proceeding by reason of the fact thatIndemnitee served Verigy US or an Affiliate of Verigy US as an IndemnifiablePerson or otherwise in connection with an Indemnifiable Event.  Except to the extent prohibited by the DGCL, VerigyUS, on its own behalf and that of its Subsidiaries and Affiliates, waives anydefense to a claim by Indemnitee for indemnification or advancement of Expenseshereunder that such claim is barred by the running of the statute oflimitations.

22.           No Settlements.  Neither Verigy US nor any Subsidiary orAffiliate of Verigy US shall enter into a settlement of any Proceeding thatmight result in the imposition of any

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Expense, penalty,limitation or any Other Liability or detriment on Indemnitee, whetherindemnifiable under this Agreement or otherwise, without the written consent ofIndemnitee, which consent to such proposed settlement shall not be unreasonablywithheld or delayed.

23.           Contribution in theEvent of Joint Liability.  Whether ornot indemnification is available to Indemnitee hereunder or otherwise, inrespect of any threatened, pending or completed Proceeding in which Verigy USis jointly liable with Indemnitee (or would be if joined in such Proceeding), VerigyUS shall pay, in the first instance, the entire amount of any and all Expensesand Other Liabilities paid or incurred by Indemnitee in connection with suchProceeding without requiring such Indemnitee to contribute to such payment and VerigyUS hereby waives and relinquishes any right of contribution it may have againstIndemnitee.  Verigy US shall not enterinto any settlement of any Proceeding in which Verigy US is jointly liable withIndemnitee (or would be if joined in such action, suit or Proceeding) unless suchsettlement provides for a full and final release of all claims asserted againstIndemnitee.

24.           Security.  To the extent requested by Indemnitee andapproved by the Board, Verigy US may at any time and from time to time providesecurity to Indemnitee for the obligations of Verigy US hereunder through anirrevocable bank line of credit, funded trust or other collateral or by othermeans.  Any such security, once providedto Indemnitee, may not be revoked, released or otherwise altered to the detrimentof Indemnitee without the prior written consent of such Indemnitee.

25.           SpecificPerformance, Etc.  The partiesrecognize that if any provision of this Agreement is violated by Verigy US,Indemnitee may be without an adequate remedy at law.  Accordingly, in the event of any suchviolation, Indemnitee shall be entitled, if Indemnitee so elects, to instituteProceedings, either in law or at equity, to obtain damages, to enforce specificperformance, to enjoin such violation, or to obtain any relief or any combinationof the foregoing as Indemnitee may elect to pursue.

26.           Counterparts.  This Agreement may be executed incounterparts, each of which shall for all purposes be deemed to be an originalbut all of which together shall constitute one and the same agreement.  Only one such counterpart signed by the partyagainst whom enforceability is sought needs to be produced to evidence theexistence of this Agreement.

27.           Headings.  The headings of the sections and paragraphsof this Agreement are inserted for convenience only and shall not be deemed toconstitute part of this Agreement or to affect the construction orinterpretation thereof.

28.           Governing Law.  This Agreement shall be governed exclusivelyby and construed according to the laws of the State of Delaware.

29.           Consent toJurisdiction.  Verigy US and theIndemnitee each hereby irrevocably consent to the jurisdiction of the courts ofthe State of Delaware for all purposes in connection with any Proceeding whicharises out of or relates to this Agreement.

*(SignaturePage Follows)*

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The parties heretohave entered into this Indemnity Agreement effective as of the date first abovewritten.
|   |                      | VERIGY US, Inc.      |
|--------|---------------------------|----------------------|
|   |                      | 10100 N. Tantau      |
|   |                      | Cupertino, CA  94015 |
|   |                      |                 |
|   |                      | By:                  |   |   |
|   |                      | Its:                 |   |   |
|   |                      |
|   |                      |
|   | INDEMNITEE:               |
|   |                      |
|   |                      |                 |
|   | Signature of  Indemnitee  |
|   |                      |
|   |                      |                 |
|   | Print Name of  Indemnitee |
|   |                      |
|   | Address:                  |                 |   |
|   |                      |
|   |                      |                 |
|        |                           |                      |  |  |  |

 

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