**Exhibit10.2.2**

Director ShareOption Agreement Revised December 2006

**VerigyLtd. 2006 Equity Incentive Plan**

**Notice of Share OptionGrant**

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

Your optionbecomes exercisable on the first anniversay of the date of grant.

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

You further agree that theCompany shall cause the shares issued upon exercise of the option to bedeposited in your Smith Barney Account and, further, that the Company maydeliver electronically all documents relating to the Plan or your option(including, without limitation, prospectuses required by the Securities andExchange Commission) and all other documents that the Company is required todeliver to its security holders (including, without limitation, annual reportsand proxy statements).  You also agreethat the Company may deliver these documents by posting them on a web sitemaintained by the Company or by a third party under contract with theCompany.  If the Company posts thesedocuments on a web site, it will notify you regarding such posting.
| **BY CLICKING ON THE “ACCEPT” BUTTON ON THE SCREEN TITLED “STEP 3:  CONFIRM THE REVIEW/ACCEPTANCE OF YOUR AWARD,” YOU AGREE TO BE BOUND BY THE  STOCK OPTION AGREEMENT, THIS NOTICE AND THE PLAN.** | ** ** | By:                                   | **Verigy Ltd.**

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

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**VerigyLtd. 2006 Equity Incentive Plan**

# **ShareOption Agreement**

| **Tax Treatment**            |   | This option is intended to be a nonstatutory Share  option.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |
|------------------------------|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Vesting**                  |   | This option becomes exercisable on the first  anniversary of the date of grant. This option shall also become exercisable  in full in the event that (a) your Service terminates because of death, total  and permanent disability, or retirement at or after age 65; or (b) the  Company is subject to a Change in Control (as defined in the Plan) before  your Service terminates. 

 

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 or this Agreement                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Term**                     |   | This option expires on the earlier of (a) the date 7  years after the date of grant or (b) the date 12 months after the termination  of your Service for any reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| ** **                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Restrictions on Exercise** |   | The Company will not permit you to exercise this  option if the issuance of shares at that time would violate any law or  regulation.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |
| ** **                   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| **Notice of Exercise**       |   | You may exercise this option from time to time for  any number of shares for which the option is then exercisable, by notice in  writing, electronically or by other means to, and as prescribed by, the  Company’s equity incentive administration service provider (the  “administration service provider”). Your exercise notice will be effective  and irrevocable at such time as your notice, method of payment (whether by  cash, check, proceeds from the immediate sale of the option shares, or as  otherwise provided in the Plan) and such other documentation as the  administration service provider may require have been received by the  administration service provider. You hereby direct the Company to deposit any  shares issued upon exercise of the option in your Smith Barney account. 

 

If someone else wants to  exercise this option after your death, that person must prove to the  Company’s satisfaction that he or she is entitled to do so. |

 

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| **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  pursuant to Section 5.7 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.                                                                                                                                                                                                                                                                                         |
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **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.                                                                                                                                                                                                                                                                                                                                         |
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **Shareholder Rights**                      |   | You, or your estate or heirs, have no rights as a  Shareholder of the Company until you have exercised this option by submitting  the required notice in accordance with the provisions under “Notice of  Exercise” set forth above and paying the exercise price and any applicable  withholding taxes. No adjustments are made for dividends or other rights if  the applicable record date occurs before you exercise this option, except as  described in the Plan. |
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **Adjustments**                             |   | In the event of a stock split, a stock dividend or a  similar change in Company stock, the number of shares covered by this option  and the exercise price per share may be adjusted pursuant to the Plan.                                                                                                                                                                                                                                                                        |
| ** **                                  |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| **Applicable Law**                          |   | This Agreement shall be governed by, and construed  in accordance with, the laws of the Republic of Singapore (except its  choice-of-law provisions).                                                                                                                                                                                                                                                                                                                             |

 

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| **The Plan and Other Agreements** |   | The text of the Plan is incorporated in this  Agreement by reference. 

 

This Agreement and the Plan constitute the entire  understanding between you and the Company regarding this option. Any prior  agreements, commitments or negotiations concerning this option are  superseded. This Agreement may be amended only by another written agreement  between the parties. |
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**By clicking on the “accept” button on the screen titled “Step 3:Confirm the Review/Acceptance of your Award,” you agree to be bound by thisStock Option Agreement, the Notice and the Plan.**

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