Item 5.02             Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(c)

 

On June 2, 2008, Verigy Ltd. issued a press release announcing that on April 30, 2008, the Company appointed Jorge Luis Titinger as the Company’s Chief Operating Officer, effective June 9, 2008.  Mr. Titinger most recently served as Senior Vice President of FormFactor, Inc.’s Product Business Group, from November 2007 through June 8, 2008. Mr. Titinger previously served as Chief Manufacturing Officer and Executive Vice President of Global Operations of KLA-Tencor Corporation, a supplier of process control and yield management solutions for semiconductor and related microelectronics industries from February 2006 to October 2007. He also served as Chief Administrative Officer of KLA-Tencor from January 2005 to February 2006, Senior Vice President and General Manager of KLA-Tencor’s Global Support Services and Field Operations Group from July 2004 to December 2005, and Vice President and General Manager of KLA-Tencor’s TI and Central USA Field Business Unit from January 2003 to July 2004.  Mr. Titinger holds a B.S. and M.S. in Electrical Engineering, and an M.S. in Engineering Management from Stanford University. A copy of Verigy’s press release is attached hereto as Exhibit 99.1.

 

In connection with his appointment, Mr. Titinger and Verigy entered into an Offer Letter Agreement, dated April 30, 2008.  Pursuant to the Offer Letter Agreement, Verigy will pay Mr. Titinger a monthly base salary of $29,167 (equivalent to $350,000 per annum).  On June 4, 2008, and pursuant to the terms of the Offer Letter Agreement, the Compensation Committee approved the following equity awards as of June 9, 2008:

 

1.               a nonqualified stock option grant exercisable for 112,500 ordinary shares.  The option is divided into four tranches, each representing ¼ of the total shares covered by the option.  The exercise price of the first tranche will be the fair market value of Verigy’s ordinary shares on June 9, 2008.  The exercise prices of the second, third and fourth tranches will be the fair market value of Verigy’s ordinary shares on the third trading day following the announcement of the Company’s quarterly financial results for the fiscal quarters ending July 30, 2008, October 31, 2008, and January 31, 2009, respectively.  The option grant will vest as to 25% of the shares in each tranche on June 13, 2009.  Thereafter, the option will vest as to 6.25% of the shares in each tranche in twelve equal quarterly installments, with the first installment vesting on September 13, 2009;

 

2.               a restricted share award covering 45,000 ordinary shares, 25% of which will vest on June 13, 2009 and 6.25% of which will vest quarterly thereafter over three years; and

 

3.               a restricted share award covering 7,500 ordinary shares, 50% of which will vest on June 13, 2009 and 50% of which will vest on June 13, 2010.

 

The Offer Letter Agreement between Mr. Titinger and Verigy is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

 

Item 9.01             Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is furnished herewith:

 

Exhibit Number		Description
99.1		Text of press release issued by Verigy Ltd. on June 2, 2008.
99.2		Offer Letter Agreement between Verigy Ltd. and Jorge Titinger, dated April 30, 2008.