Exhibit 10.9.2

EQUITY AWARD MODIFICATION AGREEMENT(FranceBased Executive)

This
Equity Award Modification Agreement (the "Agreement") is entered into this            day
of                        , 2007 (the
"Effective Date"), between Verigy Ltd., a company organized under the laws of the Republic of Singapore (the "Parent
Company"), and            ("Executive").

RECITALS

A.    Executive
is currently employed by Verigy (France) SAS, an indirect wholly-owned subsidiary of the Parent Company. As used in this Agreement, the term
"Employer" refers to Verigy (France) SAS and any other related corporation of the Parent Company with which Executive may in the future be directly
employed. Absent the subsequent creation of a direct employment relationship with the Parent Company, the term "Employer" shall not include the Parent Company.

B.    Executive
also serves as an officer of the Parent Company. The Parent Company and the Executive acknowledge that Executive's sole employment relationship is between
Executive and the Employer, and no employment relationship exists between Executive and the Parent Company.

C.    The
Parent Company, has issued certain stock options and restricted RSUs to Executive, and may issue further equity instruments to Executive in the future. All such
options, restricted RSUs and any future equity-based instruments issued by the Parent Company to Executive are referred to collectively as the "Equity
Awards."

D.    The
Equity Awards have been provided to Executive as an incentive to Executive helping ensure the success of the Parent Company. Neither the Equity Awards nor this
Agreement are intended to create an employment relationship between the Parent Company.

E.    As
is the case with most, if not all, publicly traded businesses, it is expected that the Parent Company from time to time may consider or may be presented with the need
to consider the possibility of an acquisition by another company or other change in control of the ownership of the Parent Company. The Board of Directors of the Parent Company (the
"Board") recognizes that such considerations can be a distraction to Executive and can cause Executive to consider alternative opportunities or to be
influenced by the impact of a possible change in control of the ownership of the Parent Company on Executive's personal circumstances in evaluating such possibilities. The Board has determined that it
is in the best interests of the Parent Company and its shareholders to ensure that the Parent Company will have the continued dedication and objectivity of Executive, notwithstanding the possibility,
threat or occurrence of a Change of Control of the Parent Company.

F.     The
Board believes that it is in the best interests of the Parent Company and its shareholders to provide Executive with an incentive to continue his/her employment and
to motivate Executive to maximize the value of the Parent Company for the benefit of its shareholders.

G.    The
Board believes that it is important to provide Executive with certain benefits with respect to Equity Awards upon Executive's termination of employment with Employer
in certain instances so as to provide Executive with enhanced financial security and incentive and encouragement to remain employed by the Employer and engaged with the Parent Company.

D.    At
the same time, the Board expects the Parent Company to receive certain benefits in exchange for providing Executive with this measure of financial security and
incentive under the Agreement as provided herein.

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The
Parent Company and Executive hereby agree as follows:

ARTICLE I    NATURE OF RELATIONSHIP; INTENT OF AGREEMENT

1.1The Parent Company and Executive each agree and acknowledge that this Agreement does not constitute a contract of
employment and is to be considered separate and independent from any employment agreement or arrangement between the Executive and the Employer.

1.2In this Agreement, the Parent Company and Executive wish to set forth certain changes to the terms of the Equity Awards
that will become effective in the event that Executive's employment with the Employer terminates under the circumstances described in Sections 2.1 or 2.2.

1.3The duties and obligations of the Parent Company to Executive under this Agreement shall be in consideration for
Executive's compliance with the obligations described in Article IV. The Parent Company and Executive agree that Executive's compliance with the obligations described Article IV is a
precondition to Executive's entitlement to the receipt of benefits under this Agreement and that the benefits described herein shall not be due unless all such conditions have been satisfied through
the scheduled date of payment. The Parent Company hereby declares that it has relied upon Executive's commitments under this Agreement to comply with the requirements of Article IV and would
not have been induced to enter into this Agreement or to execute this Agreement in the absence of such commitments.

ARTICLE II    EFFECT OF TERMINATION

2.1   Termination without Cause; Voluntary Termination For Good Reason.



then,
subject to Executive complying with his/her obligations described in Article IV of this Agreement:



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All
shares of Restricted Stock that have not yet been delivered to Executive or his/her designee (whether because subject to joint escrow instructions or otherwise) shall be promptly delivered to
Executive or his/her designee upon the occurrence of an event described in above.



2.2   Involuntary Termination by Employer upon or Following Change of Control.



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ARTICLE III    TERMINATION of EMPLOYMENT FOR CAUSE; VOLUNTARY TERMINATION BY  EXECUTIVE WITHOUT GOOD REASON

3.1   General Effect of Termination for Cause.    In the event Executive's employment with the Employer is
involuntarily terminated by EmployerwithCause at any time, whether before or after a Change of Control, then such termination of employment will notbe a
Termination Event, Executive willnotbe entitled to receive any benefits under this Agreement.

3.2   Procedure for "Cause" Finding.



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3.3   Voluntary Termination By Executive Absent Good Reason.    In the event Executive voluntarily terminates his/her
employment with Employer for any reason other than on account of an event constituting Good Reason under the circumstances described Section 2.1 or Section 2.2, then such termination of
employment willnotbe a Termination Event, Executive willnotbe entitled to receive any benefits under
this Agreement.

ARTICLE IV    LIMITATIONS AND CONDITIONS ON BENEFITS

4.1   Right to Benefits.    If a Termination Event does not occur, Executive shall not be entitled to receive any
benefits described in this Agreement, except as otherwise specifically set forth herein. If a Termination Event occurs, Executive shall be entitled to receive the benefits described in this Agreement
only if Executive complies with the restrictions and limitations set forth in this Article IV.

4.2   Withholding Taxes.    The Parent Company shall withhold appropriate income, employment and other applicable
taxes from any payments hereunder.

4.3   Obligations of Executive.



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4.4   Release Prior to Receipt of Benefits.    Upon the occurrence of a Termination Event, and as a condition to the
receipt of any benefits under this Agreement on account of the occurrence of the Termination Event, Executive shall, as of the date of the Termination Event, execute a release substantially in the
form attached hereto as Exhibit A.

ARTICLE V    OTHER RIGHTS AND BENEFITS NOT AFFECTED

Nothing in the Agreement shall prevent or limit Executive's continuing or future participation in any benefit, bonus, incentive or other plans, programs, policies
or practices provided by the Parent Company and for which Executive may otherwise qualify. Except as otherwise expressly provided herein, amounts that are vested benefits or that Executive is
otherwise entitled to receive under any plan, policy, practice or program of the Parent Company at or subsequent to the date of a Termination Event shall be payable in accordance with such plan,
policy, practice or program.

ARTICLE VI    NON-ALIENATION OF BENEFITS

No benefit hereunder shall be subject to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance or charge, and any attempt to do so shall be
void.

ARTICLE VII    DEFINITIONS

For purposes of the Agreement, the following terms shall have the meanings set forth below:

7.1   "Acquiror"    means a person or a member of a group of related persons representing
such group that in either case obtains effective control of the Parent Company in the transaction or a group of related transactions constituting the Change of Control.

7.2   "Cause"    means (i) an unauthorized use or disclosure by Executive of the
Parent Company's confidential information or trade secrets, which use or disclosure causes material harm to the Parent Company, (ii) a material breach by Executive of a material agreement
between Executive and the Parent Company, (iii) a material failure by Executive to comply with the Parent Company's written policies or rules resulting in material harm to the Parent Company,
(iv) Executive's conviction of, or plea of "guilty" or "no contest" to, a felony under the laws of the United States or any State thereof or the equivalent under the applicable laws outside of
the United States, (v) Executive's gross negligence or willful misconduct resulting in material harm to the Parent Company, (vi) a continuing failure by Executive to perform assigned
duties after receiving written notification of such failure or (vii) a failure by Executive to cooperate in good faith with a governmental or internal investigation of the Parent Company or its
directors, officers or employees, if the Parent Company has requested Executive's cooperation. The parties acknowledge that the determination of "Cause" for purposes of this Agreement may be different
than the determination of the grounds of termination, and the benefits to

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which
Executive may be entitled, under the employment relationship, and the law applicable thereto, between Executive and Employer.

7.3   "Change of Control"    means:



A
transaction shall not constitute a Change in Control if its sole purpose is to change the jurisdiction of the Parent Company's incorporation or to create a holding company that will be owned in
substantially the same proportions by the persons who held the Parent Company's securities immediately before such transaction.

7.4   "Disability"    means that Executive is unable to perform the duties of his/her office
with the Parent Company or any subsidiary, and is unable to perform substantially equivalent duties, by reason of any medically determinable physical or mental impairment, and such condition has
lasted or can be expected to last for a continuous period of not less than 12 months.

7.5   "Good Reason"    means: (i) a reduction of Executive's rate of compensation as
in effect on the Effective Date of this Agreement or, if a Change of Control has occurred, as in effect immediately prior to the occurrence of a Change of Control, other than reductions in Base Salary
that apply broadly to employees of the Parent Company or reductions due to varying metrics and achievement of performance goals for different periods under variable-pay programs;
(ii) either (A) failure to provide a package of benefits that, taken as a whole, provides substantially similar benefits to those in which Executive is entitled to participate as of the
Effective Date (except that employee contributions may be raised to the extent of any cost increases related to such benefits where such increases in employee contributions are broadly applicable to
employees of the Parent Company) or (B) any action by the

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Parent
Company that would significantly and adversely affect Executive's participation or reduce Executive's benefits under any of the Parent Company's benefit plans, other than changes that apply
broadly to employees of the Parent Company; (iii) a change in Executive's duties, responsibilities, authority, job title or reporting relationships resulting in a significant diminution of
position, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith that is remedied by the Parent Company promptly after notice thereof is given by
Executive; (iv) a request that Executive relocate to a worksite that is more than 25 miles from his/her prior worksite, unless Executive accepts such relocation opportunity; (v) a
failure or refusal of a successor to the Parent Company to assume the Parent Company's obligations under this Agreement, as provided in Section 9.9 or (vi) a material breach by the
Parent Company or any successor to the Parent Company of any of the material provisions of this Agreement. For purposes of clause (iii) of the immediately preceding sentence, Executive's
duties, responsibilities, authority, job title or reporting relationships shall not be considered to be significantly diminished (and therefore shall not constitute "Good Reason") so long as Executive
continues to perform substantially the same functional role for the Parent Company as Executive performed immediately prior to the occurrence of the Change of Control, even if the Parent Company
becomes a subsidiary or division of another entity.

7.6   "Parent Company"    means Verigy Ltd., a Singapore corporation, and any
successor thereto and its subsidiaries; provided, however, that with respect to determining whether a Change in Control has occurred, the term "Parent Company" shall mean Verigy Ltd.
exclusively.

7.7   "Termination Event"    means an involuntary termination of employment described in
Section 2.1 or 3.1(a) or a voluntary termination of employment described in Section 3.2(a). No other event shall be a Termination Event for purposes of this Agreement.

ARTICLE VIII    GENERAL PROVISIONS

8.1   Term and Termination.    This Agreement shall be in effect commencing on the Effective Date and ending on the
later of (i) the date when Executive ceases to be employed by Employer for any reason or (ii) the date when all obligations of the parties under this Agreement have been met.

8.2   Interpretation.    The parties acknowledge that Executive may serve as an officer of the Parent Company as well
as an officer and/or director of one or more of the Parent Company's subsidiaries. It is the parties' intention that when determining whether a Termination Event or Change of Control has occurred, the
parties will look at the facts and circumstances affecting the highest level entity in the Parent Company's corporate family in which Executive plays a role. For example, an executive officer of the
Parent Company who also served on the Board or as an officer of one or more of the Parent Company's subsidiaries will not be deemed to have experienced a change in Executive's duties,
responsibilities, authority, job title or reporting relationships resulting in a significant diminution of position solely as a result of the change at the subsidiary level, i.e., changes implemented
solely at the subsidiary level but not at the higher level would not constitute Good Cause unless the overall effect of the subsidiary-level changes resulted in a significant diminution of overall
position with the Parent Company and its subsidiaries taken as a whole.

8.3   Notices.    Any notices provided hereunder must be in writing, and such notices or any other written
communication shall be deemed effective upon the earlier of personal delivery (including personal delivery by facsimile) or the third day after mailing by first-class mail, to the Parent Company at
its primary U.S. office location and to Executive at Executive's address as listed in the Parent Company's payroll records. Any payments made by the Parent Company to Executive under the terms of this
Agreement shall be delivered to Executive either in person or at such address as listed in the Employer's payroll records.

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8.4   Severability.    It is the intent of the parties to this Agreement that, whenever possible, each provision of
this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any
respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall
be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provisions had never been contained herein.

8.5   Waiver.    If either party should waive any breach of any provisions of this Agreement, that party shall not
thereby be deemed to have waived any preceding or succeeding breach of the same or any other provision of this Agreement.

8.6   Complete Agreement.    This Agreement, including Exhibit A, constitutes the entire agreement between
Executive and the Parent Company and is the complete, final and exclusive embodiment of their agreement with regard to this subject matter. This Agreement shall be deemed to be an amendment of any
agreements between Executive and the Parent Company applicable to his/her Stock Options, Restricted Stock, RSUs or other equity awards to the extent that this Agreement provides greater rights. This
Agreement is entered into without reliance on any promise or representation other than those expressly contained herein. Without limiting the foregoing, this Agreement supersedes and replaces all
prior agreements and understandings, whether written or oral, on the matters set forth herein that may exist between Executive and the Parent Company or its predecessor, Agilent
Technologies, Inc. or any of their respective subsidiaries.

8.7   Counterparts.    This Agreement may be executed in separate counterparts, any one of which need not contain
signatures of more than one party, but all of which taken together will constitute one and the same Agreement.

8.8   Headings.    The headings of the Articles and Sections hereof are inserted for convenience only and shall
neither be deemed to constitute a part hereof nor to affect the meaning thereof.

8.9   Successors and Assigns.    This Agreement is intended to bind and inure to the benefit of and be enforceable by
Executive and the Parent Company, and their respective successors, assigns, heirs, executors and administrators, except that Executive may not delegate any of Executive's duties hereunder and may not
assign any of Executive's rights hereunder without the written consent of the Parent Company, which consent shall not be withheld unreasonably. Any successor to the Parent Company (whether direct or
indirect and whether by purchase, merger, consolidation, liquidation or otherwise) to all or substantially all of the Parent Company's business and/or assets shall assume the Parent Company's
obligations under this Agreement in the same manner and to the same extent as the Parent Company would be required to perform such obligations in the absence of a succession. For all purposes under
this Agreement, the term "Parent Company" shall include any successor to the Parent Company's business and/or assets, whether or not such successor executes and delivers an assumption agreement
referred to in the preceding sentence or becomes bound by the terms of this Agreement by operation of law or otherwise.

8.10 Amendment or Termination of this Agreement.    This Agreement may be changed or terminated only upon the
mutual written consent of the Parent Company and Executive.

8.11 Attorney Fees.    If either party hereto brings any action to enforce such party's rights hereunder, the
prevailing party in any such action shall be entitled to recover such party's reasonable attorneys' fees and costs incurred in connection with such action.

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8.12 Dispute Resolution.    In the event of any dispute(s) arising out of or in connection with this Agreement
(including but not limited to any question regarding its existence, validity or termination) or any contract or agreement entered into in or in substantially the terms set out in Exhibit A
hereof:



BY ENTERING INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE'S RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS
AGREEMENT.

8.13 Choice of Law.    All questions concerning the construction, validity and interpretation of this Agreement
will be governed by the laws of the Republic of Singapore.

8.14 Construction of Agreement.    In the event of a conflict between the text of the Agreement and any summary,
description or other information regarding the Agreement, the text of the Agreement shall control.

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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year written above.

|                                         |  |                 
|---------------------------------------- |  | ----------------
|Verigy Ltd.,
a Singapore corporation     |  | EXECUTIVE
(NAME)
|(Signature of Authorized Signatory)      |  | Signature       
|(Print Name & Title of Signatory)        |  |                 
|                                         |  |                 
|Exhibit A: General Release and Agreement |  |                 

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Exhibit A

GENERAL RELEASE AND AGREEMENT

This General Release and Agreement (the "Agreement") is entered into
this            day of                        ,
2    (the "Effective Date"), between Verigy Ltd., a company organized under the laws of the Republic of Singapore (the
"Parent Company"), and                        ("Executive").

RECITALS

A.    Executive
and the Parent Company are parties to that certain Equity Award Modification Agreement dated [February    , 2007] (the
"Modification Agreement");

B.    Executive
was employed by Verigy (France) SAS (the "Employer") a direct or indirect subsidiary of Verigy and such
employment relationship has been terminated;

C.    In
connection with the termination of employment, and in accordance with the terms of the Modification Agreement, the Parent Company has agreed to modify the terms of
certain equity award agreements between the Parent Company and Executive subject to Executive executing and delivering the releases contained herein;

D.    Executive
desires to receive the equity award modification under the Modification Agreement and wishes to release the Parent Company and its related corporations and
others as provided herein;

AGREEMENT

The
Parent Company and Executive hereby agree as follows:

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BY ENTERING INTO THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE'S RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT. BY ENTERING INTO
THIS AGREEMENT, EXECUTIVE ACKNOWLEDGES THAT EXECUTIVE IS WAIVING EXECUTIVE'S RIGHT TO JURY TRIAL OF ANY DISPUTE COVERED BY THIS AGREEMENT.

EXECUTIVE FURTHER STATES THAT EXECUTIVE HAS HAD THE OPPORTUNITY TO CONSULT WITH THE ATTORNEY OF EXECUTIVE'S CHOICE, THAT EXECUTIVE HAS CAREFULLY READ THIS AGREEMENT, THAT
EXECUTIVE HAS HAD AMPLE TIME TO REFLECT UPON AND CONSIDER ITS CONSEQUENCES, THAT EXECUTIVE FULLY UNDERSTANDS ITS FINAL AND BINDING EFFECT, THAT THE ONLY PROMISES MADE TO EXECUTIVE TO SIGN THIS
AGREEMENT ARE THOSE STATED ABOVE OR IN THE SEVERANCE AGREEMENT, AND THAT EXECUTIVE IS SIGNING THIS AGREEMENT VOLUNTARILY.

IN
WITNESS WHEREOF, this Agreement has been executed in duplicate originals and shall become effective as indicated above.

|                                     |  |          
|------------------------------------ |  | ---------
|Verigy Ltd.,
a Singapore corporation |  | EXECUTIVE
|                                     |  |          
|(Signature of Authorized Signatory)  |  | Signature
|                                     |  |          
|(Print Name & Title of Signatory)    |  |          

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