Exhibit 10.2.10
NON U.S. REPLACEMENT OPTION
FORM
VERIGY LTD. 2006 EQUITY
INCENTIVE PLAN
NOTICE OF REPLACEMENT SHARE OPTION GRANT
For Awardees located outside the
United States
In connection with the separation of
Verigy Ltd. (the “Company”), Agilent Technologies, Inc.
(“Agilent”) cancelled your unvested Agilent employee
stock option awards held by you as of October 31, 2006, and the
Company has granted you a replacement share option award to
purchase a number of Ordinary Shares of the Company. The
number of Ordinary Shares subject to the replacement share option
and the exercise price per share were determined by a formula
agreed to by Agilent and the Company as part of the Company’s
separation from Agilent. Your option is summarized on the
Award Summary page of your Smith Barney account.
Your option becomes exercisable
according to the schedule on the Award Summary page of your Smith
Barney account, provided that you continue to be an Awardee
Eligible to Vest as of the vesting date.
You and the Company agree that your
option is granted under and governed by the terms and conditions of
the Verigy Ltd. 2006 Equity Incentive Plan (the
“Plan”), the Share Option Agreement (of which this
notice is a part) and Appendix, and the Award Summary.
You further agree that the Company
shall cause the shares issued upon exercise of the option to be
deposited in your Smith Barney Account and, further, that the
Company may deliver electronically all documents relating to the
Plan or your option (including, without limitation, prospectuses
required by the Securities and Exchange Commission) and all other
documents that the Company is required to deliver to its security
holders (including, without limitation, annual reports and proxy
statements). You also agree that the Company may deliver
these documents by posting them on a web site maintained by the
Company or by a third party under contract with the Company.
If the Company posts these documents on a web site, it will notify
you regarding such posting.
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Verigy Ltd.
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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 THE SHARE OPTION
AGREEMENT, THIS NOTICE AND THE PLAN.
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By:
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