QuickLinks
-- Click here to rapidly navigate through this
document
Exhibit
10.2.14
VERIGY LTD. 2006
EQUITY INCENTIVE PLAN
NOTICE OF SHARE OPTION AWARD
(FOUR TRANCHE)
You have been
granted the following option to purchase Verigy Ltd. (the
" Company ") ordinary shares as follows:
| |
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 be divided into four tranches of «1/4shares»
each, with exercise prices 1 and vesting as
follows:
| |
Exercise
Prices |
|
|
| |
Exercise Price Per Share, 1
st Tranche: |
|
$«PricePerShare1st» (the
last sale price of Verigy ordinary shares on
«AwardDate»); |
|
Exercise Price Per Share, 2 nd Tranche: |
|
The 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, 3 rd Tranche: |
|
The 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, 4 th Tranche: |
|
The 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 |
|
|
| |
1 st Tranche
(«1/4shares»): |
|
The first tranche of shares subject
to this option vests and becomes exercisable in 16 equal quarterly
installments with the first installment vesting on «1Vest
Date», provided that you continue to be an Awardee Eligible
to Vest as of the applicable vesting date. |
|
2 nd Tranche («1/4shares»): |
|
The second tranche of shares subject to this option vests and
becomes exercisable in 15 equal quarterly installments 2
with the first installment vesting on «2VestDate»,
provided that you continue to be an Awardee Eligible to Vest as of
the applicable vesting date. |
|
3 rd Tranche («1/4shares»): |
|
The third tranche of shares subject to this option vests and
becomes exercisable in 14 equal quarterly installments 2
with the first installment vesting on «3VestDate»,
provided that you continue to be an Awardee Eligible to Vest as of
the applicable vesting date. |
|
4 th Tranche (1/4shares): |
|
The fourth tranche of shares subject to this option vests and
becomes exercisable in 13 equal quarterly installments,
2 with the first installment vesting on
«4VestDate», provided that you continue to be an
Awardee Eligible to Vest as of the applicable vesting
date. |
- 1
- Except as set forth in the accompanying Option
Agreement, the exercise prices for the 2 nd through 4
th tranches shall be equal to the closing price of
Verigy ordinary shares on the pricing dates indicated above. Such
prices shall be set automatically and without any further action on
the part of the Company or the optionee.
- 2
- No fractional shares shall be issuable. The
number of shares exercisable at each vesting event other than the
last shall be rounded down to the nearest whole share and the last
vesting event shall cover all shares not previously
vested.
You and the
Company agree that this option is granted under and governed by the
terms and conditions of the Verigy Ltd. 2006 Equity Incentive
Plan (the "Plan") and the Stock Option Agreement, both of which are
made a part of this document.
You further
agree that the Company shall cause the shares issued upon exercise
of this option to be deposited in your Smith Barney Account and,
further, that the Company may deliver electronically all documents
relating to the Plan or this 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.
| OPTIONEE: |
|
VERIGY LTD. |
|
|
BY: |
|
| |
|
TITLE: |
|
VERIGY LTD. 2006
EQUITY INCENTIVE PLAN
SHARE OPTION AGREEMENT
(Four
Tranche)
| Tax Treatment |
This option is intended to be a
nonstatutory stock option. |
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 7 th
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. |
Special Provisions for Accelerated Pricing of Unpriced
Tranches |
Notwithstanding the establishment of pricing dates for the 2
nd , 3 rd and 4 th 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. |
| |
|
|
2
|
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
Comp |
|
