Item 1.01 by reference.  The form of indemnification agreement between Verigy US, Inc. and each of Verigy Ltd.’s directors and executive officers was filed as Exhibit 10.11 to Verigy Ltd.’s annual report on Form 10-K, filed with the SEC on December 22, 2006, and is incorporated in this Item 1.01 by reference.

 

Also in connection with his appointment as Verigy’s Chief Operating Officer, Jorge Titinger entered into Verigy’s standard form of Amended and Restated Severance Agreement for U.S.-Based Officers (the “Severance Agreement”) with Verigy Ltd.  The Severance Agreement is effective as of June 9, 2008, and is in the same form as the existing Severance Agreement that the Company has entered into previously with each of its U.S. based executive officers.  The form of Severance Agreement between Verigy Ltd. and each of its U.S. based executive officers was filed as Exhibit 10.9.1 to the Company’s quarterly report on form 10-Q, filed with the SEC on March 7, 2008, and is incorporated in this Item 1.01 by reference.

 

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

 

On June 5, 2008, Paul Chan resigned from Verigy’s Board of Directors, with the resignation to be effective September 1, 2008.  Mr. Chan is resigning from the Board of Directors for personal reasons.

 

On June 5, 2008, the Board of Directors appointed Bobby Cheng, to Verigy’s Board, effective September 1, 2008. It has not yet been determined whether Mr. Cheng will serve on any committees of the Board of Directors.

 

On June 9, 2008, Verigy Ltd. issued a press release announcing changes to its Board of Directors, a copy of which is furnished herewith.

 

In connection with his service as a director, Mr. Cheng will receive Verigy’s standard non-employee director cash and equity compensation.   Specifically, Mr. Cheng will receive a pro rata portion of the $55,000 annual retainer for his service to April 15, 2009 (the estimated date of the 2009 annual general meeting of shareholders and the point at which fiscal 2009 director compensation will be paid). Pursuant to the Company’s 2006 Equity Incentive Plan, upon joining the Board, Mr. Cheng will automatically receive a one-time grant of a non-statutory stock option to purchase that number of whole ordinary shares with an accounting value of $120,000, and a one-time grant of restricted ordinary share units with an accounting value of $120,000. The initial option award will vest on the first anniversary of grant and will have a term of five years. The restricted share units will vest in full on the first anniversary of the grant date. Settlement of the restricted share units occurs in a lump sum on the third anniversary of the grant date.

 

Item 9.01               Financial Statements and Exhibits.

 

(d) Exhibits

 

The following exhibit is furnished herewith:

 

Exhibit Number		Description
99.1		Press release issued by Verigy Ltd. on June 9, 2008.