**Exhibit 10.2.12**

**VerigyLtd. 2006 Equity Incentive Plan**

**Noticeof Share Option Award**

**(FourTranche)**

You have been granted the following option to purchaseVerigy Ltd. (the “***Company***”) ordinary shares asfollows:
| Name of Optionee:        |   | «Name»                                                                                                                     |
|--------------------------|--------|--------------------------------------------------------------------------------------------------------------------------------------|
|                     |   |                                                                                                                                 |
| Total Number of  Shares: |   | «TotalShares»                                                                                                              |
|                     |   |                                                                                                                                 |
| Type of Option:          |   | Nonstatutory Stock Option                                                                                                            |
|                     |   |                                                                                                                                 |
| Date of Award:           |   | «AwardDate»                                                                                                                |
|                     |   |                                                                                                                                 |
| Expiration Date:         |   | «ExpDate». This option may expire earlier if your  Service terminates earlier, as described in the Stock Option Agreement. |

 

The Option shall bedivided into four tranches of «1/4shares» each, with exercise prices(1) andvesting as follows:
| ***Exercise Prices***                        |   |                                                                                                                                                                                                                                                                              |
|----------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *** ***                                 |   |                                                                                                                                                                                                                                                                              |
| Exercise Price  Per Share, 1st Tranche: |   | $«PricePerShare1st» (the last sale price of Verigy  ordinary shares on the Date of Award);                                                                                                                                                                              |
|                                         |   |                                                                                                                                                                                                                                                                              |
| Exercise Price  Per Share, 2nd Tranche: |   | Last sale price of Verigy ordinary shares on the  third business day following Verigy’s announcement of financial results for  the fiscal quarter ending «2pricingdate»;                                                                                           |
|                                         |   |                                                                                                                                                                                                                                                                              |
| Exercise Price  Per Share, 3rd Tranche: |   | Last sale price of Verigy ordinary shares on the  third business day following Verigy’s announcement of financial results for  the fiscal quarter ending «3pricingdate»; and                                                                                       |
|                                         |   |                                                                                                                                                                                                                                                                              |
| Exercise Price  Per Share, 4th Tranche: |   | Last sale price of Verigy ordinary shares on the  third business day following Verigy’s announcement of financial results for  the fiscal quarter ending «4pricingdate».                                                                                           |
|                                         |   |                                                                                                                                                                                                                                                                              |
|                                         |   |                                                                                                                                                                                                                                                                              |
| ***Vesting  Schedule***                      |   |                                                                                                                                                                                                                                                                              |
| *** ***                                 |   |                                                                                                                                                                                                                                                                              |
| 1st Tranche («1/4shares»):    |   | The first tranche of shares subject to this option  vests and becomes exercisable in 16 equal quarterly installments(2)  commencing three months from the Date of Award, provided that you continue to  be an Awardee Eligible to Vest as of the applicable vesting date.         |
|                                         |   |                                                                                                                                                                                                                                                                              |
| 2nd Tranche («1/4shares»):    |   | The second tranche of shares subject to this option  vests and becomes exercisable in 15 equal quarterly installments(2) commencing  three months from «2pricingdate», provided that you continue to be an Awardee  Eligible to Vest as of the applicable vesting date. |
|                                         |   |                                                                                                                                                                                                                                                                              |
| 3rd Tranche («1/4shares»):    |   | The third tranche of shares subject to this option  vests and becomes exercisable in 14 equal quarterly installments(2)  commencing three months from «3pricingdate», provided that you continue to be  an Awardee Eligible to Vest as of the applicable vesting date.  |

 

 

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| 4th Tranche («1/4shares»): |   | The fourth tranche of shares subject to this option  vests and becomes exercisable in 13 equal quarterly installments(2)  commencing three months from «4pricingdate», provided that you continue to be  an Awardee Eligible to Vest as of the applicable vesting date. |
|-------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|

 

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

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

 

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(1) The exercise price for the 1st tranche is equal to the closingprice of Verigy’s ordinary shares on the Date of Award.  Except as set forth in the accompanyingOption Agreement, the exercise prices for the 2nd through 4th tranches shall beequal to the closing price of Verigy ordinary shares on the pricing datesindicated above.  Such prices shall beset automatically and without any further action on the part of the Company orthe optionee.

(2) No fractional shares shall be issuable.  The number of shares exercisable at eachvesting event other than the last shall be rounded down to the nearest wholeshare and the last vesting event shall cover all shares not previously vested.

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# **Verigy Ltd. 2006 Equity Incentive Plan**

# **Share Option Agreement**

(Four Tranche)
| **Tax Treatment**                                               |   | This option is intended to be an incentive stock  option under section 422 of the Internal Revenue Code or a nonstatutory  stock option, as provided in the Notice of Stock Option Award.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |
|-----------------------------------------------------------------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Vesting**                                                     |   | This option becomes exercisable in installments,  during the Option term as shown in the Notice of Stock Option Award, as long  as you remain an Awardee Eligible to Vest (as defined in the Plan). This  option will in no event become exercisable for additional shares after your  Service has terminated for any reason, except as otherwise provided in the  Plan and this agreement.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Term**                                                        |   | This option expires in any event at the close of  business at Company headquarters on the day before the 7th anniversary of the Date of Award, as shown  in the Notice of Stock Option Award. (It may expire earlier if your Service  terminates, as described below.)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
| ** **                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Regular Termination**                                         |   | Unless otherwise provided in an agreement between  you and the Company, if your Service terminates for any reason except death,  total and permanent disability, or retirement due to age, in accordance with  the Company’s or a Subsidiary’s or Affiliate’s retirement policy, then this  option will expire at the close of business at Company headquarters on the  date three months after your termination date, or, if earlier, the expiration  of the term of this option. The Company determines when your Service  terminates for this purpose.                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **                                                      |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  |
| **Termination as a result of Death, Disability or  Retirement** |   | If you die before your Service terminates, or if  your Service terminates because of your total and permanent disability or in  connection with your retirement due to age, then (i) the vested portion of  each tranche of this option will be determined by adding 12 months to your  length of service and (ii) you will be entitled to exercise this option until  the close of business at Company headquarters on the one year anniversary of  the date of death, disability or retirement, or, if earlier, until the  expiration of the term of this option, as provided in the Plan.

 

For all purposes under this Agreement, “total and  permanent disability” means that you are unable to engage in any substantial  gainful activity by reason of any medically determinable physical or mental  impairment which can be expected to result in death or which has lasted, or  can be expected to last for a continuous period of not less than one year. |

 

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| **Special Provisions for Accelerated Pricing of Unpriced Tranches** |   | Notwithstanding the establishment of pricing dates  for the 2nd, 3rd and 4th tranches of the  award as set forth in the Notice of Stock Option Award, the exercise price of  any previusly unpriced tranche shall be established in accordance with the  following in the following circumstances:

 

*Change of Control*. In the event  that prior to any pricing date the Company or any third party publicly  announces any transaction or event which, as announced or if consummated,  would constitute a Change of Control (as defind in the Plan) of the Company,  the per-share exercise price for each tranche of this option not already  priced as of the date of such announcement shall become fixed at an amount  equal to the closing price of Verigy ordinary shares on the last trading day  immediately preceding such announcement.

 

*Termination of Employment*. In  the event that prior to any pricing date your Service (as defined in the  Plan) with the Company and its affiliates shall terminate for any reason,  then the per-share exercise price for each tranche of this option not already  priced as of the date of such termination of Service shall become fixed at an  amount equal to the closing price of Verigy ordinary shares on the last  trading day immediately preceding your last day of Service.

 

*No Affect On Vesting*. The  Vesting provisions applicable to any tranche shall not be affected by a  change in the timing of establishing the exercise price in accordance with the  preceding paragraphs. |
|---------------------------------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                                          |   | * *                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| **Leaves of Absence and Part-Time Work**                            |   | For purposes of this option, your Service does not  terminate when you go on a military leave, a sick leave or another Company  approved leave of absence, and if continued crediting of Service is required  by the terms of the leave or by applicable law. But your Service terminates  when the approved leave ends, unless you immediately return to active work.

 

Your status as an Awardee Eligible to Vest (as  defined in the Plan) will always cease upon termination of employment with  the Company or a Subsidiary or Affiliate except as provided in Article 5 of  the Plan.

 

If you commence working on a part-time basis, then  the vesting schedule specified in the Notice of Stock Option 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
| ** **                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Restrictions on Exercise**                                        |   | The Company will not permit you to exercise this  option if the issuance of shares at that time would violate any law or  regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
| ** **                                                          |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Notice of Exercise**                                              |   | You may exercise this option from time to time for  any number of shares for which the option is then exercisable, by notice in  writing, electronically or by other means to, and as prescribed by, the  Company’s equity incentive administration service provider (the  “administration service provider”). Your exercise notice will be effective  and irrevocable at such time as your notice, method of payment (whether by  cash, check, proceeds from the immediate sale of the option shares, or as  otherwise                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |

 

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|                                             |   | provided in the Plan) and such other documentation  as the administration service provider may require have been received by the  administration service provider. Your exercise notice must specify which  tranche(s) of this option you are exercising.

 

If someone else wants to  exercise this option after your death, that person must prove to the  Company’s satisfaction that he or she is entitled to do so.                                                     |
|---------------------------------------------|--------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Form of Payment**                         |   | When you exercise this option, you must provide for  payment of the option exercise price for the shares that you are purchasing.  To the extent permitted by applicable law, payment may be made in one (or a  combination of two or more) of the forms set forth in Sections 5.7 (a), (c)  and (d) of the Plan.                                                                                                                                                                       |
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Withholding Taxes and Stock Withholding** |   | You will not be allowed to exercise this option  unless you make arrangements acceptable to the Company to pay any withholding  taxes that may be due as a result of the option exercise.Such arrangements  include an irrevocable direction to the Company’s securities broker service  provider to sell all or a part of the Shares being purchased under this  option and to deliver all or part of the sales proceeds to the Company,  pursuant to Section 5.7(c) of the plan. |
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Restrictions on Resale**                  |   | You agree not to sell any option shares at a time  when applicable laws, Company policies or an agreement between the Company  and its underwriters prohibit a sale. This restriction will apply as long as  your Service continues and for such period of time after the termination of  your Service as the Company may specify.                                                                                                                                                      |
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Transfer of Option**                      |   | Unless determined otherwise by the Committee, this  option may not be sold, pledged, assigned, hypothecated, transferred, or  disposed of in any manner other than by the beneficiary designation, will or  by the laws of descent or distribution and may be exercised, during your  lifetime, only by you.  If the Committee makes this option transferable,  it shall contain such additional terms and conditions as the Committee deems  appropriate.                         |
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Retention Rights**                        |   | Your option or this Agreement does not give you the  right to be retained by the Company or a subsidiary of the Company in any  capacity. The Company and its subsidiaries reserve the right to terminate  your Service at any time, with or without cause.                                                                                                                                                                                                                             |
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Stockholder Rights**                      |   | You, or your estate or heirs, have no rights as a  stockholder of the Company until you have exercised this option by submitting  the required notice in accordance with the provisions under “Notice of  Exercise” set forth above and paying the exercise price and any applicable  withholding taxes. No adjustments are made for dividends or other rights if  the applicable record date occurs before you exercise this option, except as  described in the Plan.       |
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
| **Adjustments**                             |   | In the event of a stock split, a stock dividend or a  similar change in Company stock, the number of shares covered by this option  and the exercise price per share may be adjusted pursuant to the Plan.                                                                                                                                                                                                                                                                              |

 

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

 

**Your electronic signature to thisNotice and Agreement is youragreement to all of the terms and conditions described above and inthe Plan.**

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