Exhibit 10.11

INDEMNITY AGREEMENT

This Indemnity Agreement, dated as of                         ,            is made by and between Verigy US, Inc., a Delaware corporation (“ Verigy US ”) , and                                 , a director, officer or key employee of Verigy US or one of Verigy US’s affiliates or other service provider who satisfies the definition of Indemnifiable Person set forth below (the “ Indemnitee ”).

RECITALS

WHEREAS, Verigy US is an indirect, wholly-owned subsidiary of Verigy Ltd., a company organized under the laws of the Republic of Singapore (“ Verigy Ltd. ”); and

WHEREAS, based upon their experience as business managers, the members of the Board of Directors of Verigy US (the “ Board ”) have concluded that attracting and retaining competent and experienced persons to serve in key leadership roles with Verigy US and with each of its Affiliates is essential to the success of Verigy US; and

WHEREAS, Verigy US is aware that competent and experienced persons are increasingly reluctant to serve as representatives of corporations unless they are protected by comprehensive liability insurance and/or indemnification, due to increased exposure to litigation costs and risks resulting from their service to such corporations, and due to the fact that the exposure frequently bears no reasonable relationship to the compensation of such representatives; and

WHEREAS, Verigy US believes that it is unfair for its representatives and for the representatives of its Affiliates (as defined below) to assume the risk of large judgments and Expenses and Other Liabilities (as defined below) that may be incurred in cases in which the representative received no personal profit and in cases where the representative was not culpable; and

WHEREAS, Verigy Ltd. has entered into indemnity agreements substantially similar to this Agreement with each of its directors, executive officers and certain other key employees and service providers (the “ Singapore Indemnity Agreements ”); and

WHEREAS, the Singapore Companies Act provides that Singapore companies may only indemnify officers and directors in very limited circumstances which, as a practical matter, means that that Verigy Ltd., may not be legally permitted to fulfill its obligations to the indemnitees under the Singapore Indemnity Agreements; and

WHEREAS, Section 145 (“Section 145”) of the Delaware General Corporation Law (the “DGCL”), under which Verigy US is organized, empowers Verigy US to indemnify by agreement its officers, directors, employees and agents, and persons who serve, at the request of Verigy US, as directors, officers, employees or agents of other corporations, partnerships, joint ventures, trusts or other enterprises, and expressly provides that the indemnification provided by Section 145 is not exclusive;

WHEREAS, Verigy US has determined that the liability insurance coverage available to Verigy US and its Affiliates for their representatives as of the date hereof may be inadequate.  Verigy US believes, therefore, that the interests of Verigy US’s stockholders would best be served by the indemnification by Verigy US of selected representatives of Verigy US and its Affiliates; and

WHEREAS, in recognition of Indemnitee’s need for substantial protection against personal liability in order to support and encourage Indemnitee’s continued service to Verigy US and/or its Affiliates in an effective manner, Verigy US wishes to provide in this Agreement for the indemnification of and the advancement of Expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the directors’ and officers’ liability insurance policies of Verigy US and its Subsidiaries and Affiliates.

AGREEMENT

NOW, THEREFORE, the parties hereto, intending to be legally bound, hereby agree as follows:

1.              Definitions.

(a)            Affiliate .  For purposes of this Agreement, “Affiliate” of Verigy US means (i) Verigy Ltd.; (ii) any direct or indirect subsidiary of Verigy US or of Verigy Ltd., (iii) any corporation, partnership, joint venture, trust or other enterprise in respect of which the Indemnitee is or was or will be serving as a director, officer, advisory director, trustee, manager, member, partner, employee, agent, attorney, consultant, member of the entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise), fiduciary, or in any other similar capacity at the direct or indirect request of Verigy US or of Verigy Ltd., including, but not limited to, any employee benefit plan of Verigy US or of any Affiliate of Verigy US.

(b)            Expenses .  For purposes of this Agreement, “Expenses” means all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’ fees and related disbursements, and other out-of-pocket costs, including, without limitation, experts’ fees, court costs, retainers, transcript fees, duplicating, printing and binding costs, as well as telecommunications, postage and courier charges) paid or incurred by the Indemnitee in connection with the inquiry, investigation, defense or appeal of a Proceeding (as defined below), establishing, defending or enforcing a right to indemnification under this Agreement, Section 145 or otherwise or being a witness in or participating in (including on appeal) any Proceeding, or preparing for the inquiry, defense or appeal of a Proceeding or for being a witness in or participating in (including on appeal) any Proceeding; provided, however, that Expenses shall not include any judgments, fines, ERISA (or other employee benefit plan related) excise taxes or penalties or amounts paid in settlement of a Proceeding.

(c)            Indemnifiable Event .   For purposes of this Agreement, “Indemnifiable Event” means any event or occurrence related to Indemnitee’s service for Verigy US or its

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Affiliates as an Indemnifiable Person (as defined below), or by reason of anything done or not done, or any act or omission, by Indemnitee in any such capacity.

(d)            Indemnifiable Person .  For the purposes of this Agreement, “Indemnifiable Person” means any person who is or was a director, officer, employee, attorney, advisory director, trustee, manager, member, partner, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of Verigy US or an Affiliate of Verigy US; or is or was serving at the request of Verigy US or an Affiliate of Verigy US, or for the convenience of, or to represent the interest of Verigy US or an Affiliate of Verigy US as a director, officer, employee, attorney, advisory director, trustee, manager, member, partner, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of another foreign or domestic corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise or entity; or was a director, officer, employee, attorney, advisory director, trustee, manager, member, partner, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of a foreign or domestic corporation or other enterprise which was a predecessor of Verigy US or of any of its Affiliates, or was a director, officer, employee, attorney, advisory director, trustee, manager, member, partner, consultant, member of an entity’s governing body (whether constituted as a board of directors, board of managers, general partner or otherwise) or other agent or fiduciary of another corporation, partnership, limited liability company, joint venture, trust, employee benefit plan or other enterprise or entity at the request of, for the convenience of, or to represent the interests of such predecessor.

(e)            Other Liabilities .  For purposes of this Agreement, “Other Liabilities” means any and all liabilities of any type whatsoever (including, but not limited to, judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, and amounts paid in settlement and all interest, taxes, assessments and other charges paid or payable in connection with or in respect of any Expenses or any such judgments, fines, ERISA (or other benefit plan related) excise taxes or penalties, or amounts paid in settlement).

(f)            Proceeding .  For the purposes of this Agreement, “Proceeding” means any threatened, pending, or completed action, suit or other proceeding, whether civil, criminal or administrative and including any appeal thereof, or any inquiry or investigation, whether instituted by Verigy US or any of its Affiliates or by any governmental agency or any other party, that Indemnitee in good faith believes might lead to the institution of any such action, suit or other proceeding, whether civil, criminal, administrative, investigative or any other type whatsoever, including any arbitration or other alternative dispute resolution mechanism.

2.              Agreement to Serve .  The Indemnitee agrees to serve and/or continue to serve Verigy US or the Affiliate of Verigy US in the capacity or capacities in which Indemnitee currently serves Verigy US or such Affiliate(s) as an Indemnifiable Person, and any additional capacity in which Indemnitee may agree to serve, until such time as Indemnitee’s service in a particular capacity shall end according to the terms of an agreement, governing law, or otherwise.  Nothing contained in this Agreement is intended to create any right to continued

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employment or other form of service for Verigy US or any Affiliate of Verigy US by Indemnitee.

3.              Mandatory Indemnification .  In the event Indemnitee was, is or becomes a party to or witness or other participant in, or is threatened to be made a party to or witness or other participant in, a Proceeding by reason of (or arising in part out of) an Indemnifiable Event, Verigy US shall hold harmless and indemnify the Indemnitee to the fullest extent not prohibited (a) by the provisions of Verigy US’s Certificate of Incorporation and Bylaws as the same may be amended from time to time (but only to the extent that such amendment permits Verigy US to provide broader indemnification rights than the Certificate of Incorporation and/or Bylaws permitted prior to the adoption of such amendment) and (b) by the DGCL.  In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 10 below, Verigy US hereby further agrees to hold harmless and indemnify Indemnitee as follows:

(a)            Third Party Actions .  If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of Verigy US, which actions are addressed in Section 3(b) below) by reason of the fact that he or she is or was serving Verigy US or an Affiliate of Verigy US as an Indemnifiable Person, or by reason of anything done or not done by Indemnitee in any such capacity as an Indemnifiable Person, or by reason of an Indemnifiable Event, against any and all Expenses and Other Liabilities incurred by Indemnitee in connection with (including in preparation for) the inquiry, investigation, defense, settlement or appeal of such Proceeding if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Verigy US, and, with respect to any criminal action or Proceeding, had no reasonable cause to believe his or her conduct was unlawful; and

(b)            Derivative Actions .  If the Indemnitee is a person who was or is a party or is threatened to be made a party to any Proceeding by or in the right of Verigy US to procure a judgment in its favor by reason of the fact that he or she is or was serving Verigy US or an Affiliate of Verigy US as an Indemnifiable Person, or by reason of anything done or not done by Indemnitee in any such capacity as an Indemnifiable Person, or by reason of an Indemnifiable Event, against any and all Expenses and Other Liabilities incurred by Indemnitee in connection with the inquiry, investigation, defense, settlement, or appeal of such Proceeding if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of Verigy US; except that no indemnification under this subsection shall be made in respect of any claim, issue or matter as to which such person shall have been finally adjudged to be liable to Verigy US, unless and only to the extent that the court in which such Proceeding was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such amounts which the court shall deem proper; provided, however, that in the event that Indemnitee shall be adjudged to be liable to Verigy US, Verigy US shall use its best efforts to obtain a ruling of the court in which the Proceeding is brought to the effect that Indemnitee is nevertheless fairly and reasonably entitled to indemnification to the greatest extent possible.

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(c)            Determination of “Good Faith” .  For purposes of any determination of  “good faith” hereunder, Indemnitee shall be deemed to have acted in good faith if in taking such action Indemnitee relied on the records or books of account of Verigy US or an Affiliate of Verigy US, including financial statements, or on information, opinions, reports or statements provided to Indemnitee by the officers or other employees of Verigy US or an Affiliate of Verigy US in the course of their duties, or on the advice of legal counsel for Verigy US or an Affiliate of Verigy US, or on information or records given or reports made to Verigy US or an Affiliate of Verigy US by an independent certified public accountant or by an appraiser or other expert selected by Verigy US or an Affiliate of Verigy US, or by any other person (including legal counsel, accountants and financial advisors) as to matters Indemnitee reasonably believes are within such other person’s professional or expert competence and who has been selected with reasonable care by or on behalf of Verigy US.  In connection with any determination as to whether Indemnitee is entitled to be indemnified hereunder, the Reviewing Party (as defined below) or court shall presume that the Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the burden of proof shall be on Verigy US to establish, by clear and convincing evidence, that Indemnitee is not so entitled.  The provisions of this Section 3(c) shall not be deemed to be exclusive or to limit in any way the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement.  In addition, the knowledge and/or actions, or failures to act, of any other person serving Verigy US or an Affiliate of Verigy US as an Indemnifiable Person shall not be imputed to Indemnitee for purposes of determining the right to indemnification hereunder.

4.              Partial Indemnification .  If the Indemnitee is entitled under any provision of this Agreement to indemnification by Verigy US for some or a portion of any Expenses or Other Liabilities incurred by Indemnitee (a) in connection with (including in preparation for) the inquiry, investigation, defense, settlement or appeal of a Proceeding, (b) as or in preparation to be a witness or participant in a Proceeding, or (c) otherwise, but not entitled, however, to indemnification for the total amount of such Expenses or Other Liabilities, Verigy US shall nevertheless indemnify the Indemnitee for such total amount except as to the portion thereof to which the Indemnitee is not entitled as determined pursuant to the standard set forth in Section 3 above.  For avoidance of doubt, if Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, Verigy US shall indemnify Indemnitee in connection with each successfully resolved claim, issue or matter.  Indemnitee’s satisfaction of the applicable standard of conduct described in Section 3 above with respect to a particular claim, issue or matter shall be considered a successful resolution as to such claim, issue or matter.  Furthermore, for purposes of this Agreement and without limitation, the termination of any claim, issue or matter by dismissal with or without prejudice shall be deemed to be a successful resolution as to such claim, issue or matter.  In any review or Proceeding to determine the extent of indemnification, Verigy US shall bear the burden to establish, by clear and convincing evidence, the lack of a successful resolution of a particular claim, issue or matter and which amounts sought in indemnity are allocable to claims, issues or matters which were not successfully resolved.

5.              Liability Insurance .  So long as Indemnitee shall continue to serve Verigy US or an Affiliate of Verigy US as an Indemnifiable Person and thereafter so long as Indemnitee shall be subject to any possible claim or threatened, pending or completed Proceeding as a result of an

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Indemnifiable Event, Verigy US shall use its best efforts to maintain in full force and effect for the benefit of Indemnitee as an insured (i) liability insurance issued by one or more reputable insurers and having the policy amount and deductible deemed appropriate by the Board and providing in all respects coverage at least comparable to and in the same amount as that then being provided to the Chairman of the Board or the Chief Executive Officer of Verigy US and (ii) any replacement or substit