**Exhibit10.2.3**

U.S. RSU AgreementRevised December 2006

**VERIGY LTD. 2006 EQUITYINCENTIVE PLAN**

**NOTICE OF SHARE UNIT AWARD**

You have been granted units representing OrdinaryShares of Verigy Ltd. (the “Company”). Your grant is summarized on the Award Summary page of your Smith Barneyaccount.

The first <<vesting percent>> of yourunits vest when you complete <<vesting months>> of continuous “Service”(as defined in the Plan) as an “Awardee Eligible to Vest” (as defined in thePlan) from the date of grant.  Thereafter,an additional <<vesting percent>> of your units vest on each <<vestingmonths>>, provided that you continue to be an Awardee Eligible to Vest asof such date.

You and the Company agreethat these units are granted under and governed by the terms and conditions ofthe Verigy Ltd. 2006 Equity Incentive Plan (the “Plan”), the Share UnitAgreement (of which this notice is a part), and the Award Summary.

You further agree that theCompany shall cause the shares issued upon payment of your units to be depositedin your Smith Barney account and, further, that the Company may deliver electronicallyall documents relating to the Plan or this award (including, withoutlimitation, prospectuses required by the Securities and Exchange Commission)and all other documents that the Company is required to deliver to its securityholders (including, without limitation, annual reports and proxystatements).  You also agree that theCompany may deliver these documents by posting them on a web site maintained bythe 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 SHARE UNIT Agreement, this Notice and  the Plan.** | ** ** | By:                                   | **Verigy Ltd.**

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

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**VERIGY LTD. 2006 EQUITYINCENTIVE PLAN**

**SHARE UNIT AGREEMENT**
| **Payment for Units**                    |   | No payment is required for the units that you are  receiving.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|------------------------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                               |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| **Vesting**                              |   | The units vest in installments, as shown in the  Notice of Share Unit Award, as long as you remain an Awardee Eligible to Vest  (as defined in the Plan). In addition, the units are 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.                                                                                                                                                                                                                                       |
|                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                     |   | No additional units vest after your Service has  terminated for any reason, except as otherwise provided in the Plan and this  agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|                                     |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|                                     |   | 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. |

 

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|                                   |   | 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. 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 units will be settled when it vests,  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. But the Company, at its sole discretion, may substitute an  equivalent amount of cash if the distribution of stock is not reasonably  practicable due to the requirements of applicable law. The amount of cash  will be determined on the basis of the market value of the Company’s Ordinary  Shares at the time of settlement. |
| ** **                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Withholding Taxes**             |   | No Ordinary Shares or cash will be distributed to  you unless you have made acceptable arrangements to pay any withholding taxes  that may be due as a result of the settlement of this award. With the Company’s consent, these arrangements  may include (a) withholding shares of Company stock that otherwise would  be issued to you when the units are settled or (b) surrendering shares  that you previously acquired. The fair market value of these shares,  determined as of the date when taxes otherwise would have been withheld in  cash, will be applied to the withholding taxes.                                                                           |
| ** **                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
| **Restrictions on Resale**        |   | 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.                                                                                                                                                                                                                                                                                                                                                                 |

 

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| **No Retention Rights**           |   | Your award 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.                                                                                                                                                                                               |
|-----------------------------------|--------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **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.                                                                                                                                                                                                                                                        |
| ** **                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Beneficiary Designation**       |   | You may dispose of your units in a written  beneficiary designation. A beneficiary designation must be filed with the  Company on the proper form. It will be recognized only if it has been  received at the Company’s headquarters before your death. If you file no  beneficiary designation or if none of your designated beneficiaries survives  you, then your estate will receive any vested units that you hold at the time  of your death. |
| ** **                        |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **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.                                                                                                                     |

**BYCLICKING ON THE “ACCEPT” BUTTON ON THE SCREEN TITLED “STEP 3: CONFIRM THEREVIEW/ACCEPTANCE OF YOUR AWARD,” YOU AGREE TO BE BOUND BY THIS SHARE UNITAGREEMENT, THE NOTICE AND THE PLAN.**

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