8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)

April 30, 2008

VERIGY LTD.

(Exact name of registrant as specified in its charter)

Singapore	000-52038	N/A
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Verigy Ltd.

No. 1 Yishun Ave. 7

Singapore 768923

(Address of principal executive offices, including zip code)

+65 6755-2033

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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.

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Verigy Ltd.
By:	/s/ Kenneth M. Siegel
Kenneth M. Siegel
Vice President and General Counsel

Date:  June 5, 2008

3

EXHIBIT INDEX

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.

4

EX-99.1

Exhibit 99.1

Verigy Expands Executive Team, Appoints Jorge Titinger Chief Operating Officer

CUPERTINO, Calif. - June 2, 2008 -Verigy (NASDAQ: VRGY), a premier semiconductor test company, today announced that Jorge Luis Titinger will be joining Verigy as Chief Operating Officer, effective June 9. Titinger joins Verigy’s executive team, where he will be responsible for the product line engineering, manufacturing and quality operations of the company. In this newly created role, Titinger will drive initiatives that continue to increase the company’s capability through operational discipline, integrated cross-functional activities and organizational excellence.

Titinger is an experienced senior executive with strong general management and operational background in both large and startup companies. He most recently served as senior vice president of FormFactor, Inc.’s Product Business Group. Prior to that, he held several senior executive positions at KLA-Tencor Corp., including chief manufacturing officer and executive vice president of the Global Operations and Corporate Support Groups. At Applied Materials, Inc., he served as vice president, Global Operations SBS Products.

Titinger holds a B.S. and M.S. in Electrical Engineering, and an M.S. in Engineering Management, all from Stanford University.

“Verigy has many strategic opportunities to pursue, which will add value to our customers across the industry. Jorge has a unique combination of strengths in developing and executing strategies, implementing initiatives across many areas of a business, and building effective and results-oriented teams,” said Keith Barnes, chairman, CEO and president, Verigy. “As Verigy celebrates our second anniversary as an independent company, Jorge’s broad, hands-on management experience will be a welcome reinforcement to our ongoing and growing success.”

About Verigy

Verigy designs, develops, manufactures, sells and services advanced semiconductor test systems and solutions for the flash memory, high-speed memory and system-on-chip (SoC) markets. Verigy’s scalable platforms are used by leading companies worldwide in design validation, characterization, and high-volume manufacturing test. Advanced analysis tools accelerate design debug and yield ramp processes for Verigy’s customers. Information about Verigy can be found at www.verigy.com.

# # #

Editorial Contact:

Jana Knezovich

Media Relations Manager

Telephone +1 (408) 864-5987

Email: jana.knezovich@verigy.com

EX-99.2

Exhibit 99.2

April 30, 2008

Jorge Titinger

Dear Jorge,

We are pleased to offer you the opportunity to join the Verigy US, Inc. team.  As Chief Operating Offer, you will be a member of the Verigy Executive Staff, located in Cupertino and will report to me, Keith Barnes, Chairman of the Board, Chief Executive Officer and President.  We look forward to welcoming you to Verigy.

Compensation

Your compensation includes participation in Verigy’s Total Rewards program including base salary, eligibility for bonus, equity and a comprehensive benefits plan.

Salary

You will receive a monthly base salary of $29,167 (equivalent to $350,000 per annum), subject to standard payroll deductions and withholdings. Verigy has a semi-monthly pay cycle: the 1st-15th of the month and the 16th - the last day of the month with pay dates of the 21st and the 6th of the month, respectively.

Performance Bonus

Your compensation package includes participation in our Pay-for-Results (PFR) bonus program.  As a participant in this short-term incentive program, your target variable pay opportunity will be 75% of your salary.  The bonus is measured and paid for each half of our fiscal year, and is based on achievement of Company financial and/or strategic results.  The PFR bonus may also be tied to individual performance metrics to be established before or early in a fiscal half.  The actual performance metrics for each fiscal half are determined by our Compensation Committee, and may vary from period to period.  Your bonus program participation for the first period would be prorated for the partial period from your start date through October 31, 2008.  Participants must be actively employed by Verigy on the last day of the fiscal half year to be eligible to receive the bonus.

Your H2 FY08 target bonus opportunity will be broken out as follows: 1) 15% target bonus opportunity tied to Verigy long-term financial goals; 2) 35% target bonus opportunity based upon combined operating profit margin for the third and fourth quarters of the current fiscal year; and, 3) 25% target bonus opportunity based on change in Total Shareholder return relative to a peer set of semiconductor equipment companies.

1

Non-Qualified Stock Options (NQSO)

You would receive a non-qualified option to purchase 112,500 shares, equivalent to approximately $900,000 in value.  This option shall be 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 or shortly after your start date based upon when Verigy’s Compensation Committee is available to approve the award.  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 our quarterly financial results for the fiscal quarters ending July 30, 2008, October 31, 2008, January 31, 2009.  This option grant will vest as to 25% of the total shares on June 13, 2009.  Thereafter, the options will vest quarterly on each September 13, December 13, March 13 and June 13 for a total of four years of vesting. This option grant is subject to approval by the Compensation Committee of Verigy’s Board of Directors and the terms of Verigy’s 2006 Equity Incentive Plan. You will be provided with a copy of the Notice of Share Option Award detailing the terms and conditions of the option grant.

Restricted Share Units (RSUs)

We are also pleased to offer you a Restricted Share Unit (RSU) to acquire 45,000 shares, equivalent to approximately $900,000 in value.  RSUs represent a right to receive Verigy shares after vesting, and do not require any payment by you.  If approved, your RSUs will vest on the same schedule as the option described above.

In addition, we are pleased to offer you an additional RSU to acquire 7,500 shares, equivalent to approximately $150,000 in value.  This RSU grant will vest 50% after approximately one year from the date of grant and 50% after the second year.

Upon vesting, you may elect to hold or sell your Verigy shares.  The Company will automatically withhold the number of shares required to cover your tax withholding obligations as the RSUs vest. Both RSU grants are subject to approval by the Compensation Committee of Verigy’s Board of Directors following your start date.

Severance and Change of Control Agreements

Should you join Verigy, you will have the opportunity to enter into a Severance Agreement in customary form used by Verigy.  This form of agreement covers termination without cause or for good reason absent a change of control.  The Severance Agreement provides a payment of one year’s base salary (2 years’ base salary in case of a change of control) plus a pro-rata bonus for the year of termination and an additional payment of one year’s bonus (2 years’ bonus in case of a change of control.) It will also provide for 12 months’ incremental equity vesting and one years’ COBRA and other health/welfare benefits coverage reimbursed by the Company.  In the event that the covered termination occurs in connection with a change of control, your equity awards would have 100% vesting acceleration.

2

Benefits

You will be eligible to receive all the employment benefits available to full time, regular employees of Verigy.  These benefits include a 401(k) plan with a partial company match; and medical, dental, vision and life insurance plans. In addition, you will be eligible to accrue 15 days of flexible time off (FTO) during each year and 11 paid holidays each calendar year.

Conditions

The employment offer outlined in this letter is conditioned upon:

1)In accordance with the Immigration Reform & Control Act of 1986, employment in the United States is conditional upon proof of eligibility to legally work in the United States.  Prior to commencement of employment, you will need to present documents providing proof of your identity and eligibility to work in the United States.  If you do not have these documents, please contact me prior to your first day of employment.

2)As an employee of Verigy you will have access to confidential information and you may, during the course of your employment, develop information or inventions that will be the property of Verigy.  To protect the interests of Verigy, you will be required to sign the Company’s Confidential Information & Proprietary Development Agreement as a condition of you starting employment.  A copy of this document is enclosed with this offer.  Please do not bring any confidential or proprietary material of any former employer with you or violate any other obligations you may have to your former employer(s).

3)The completion of, and results acceptable to Verigy from, background and reference checks.  The background check is a standard verification of social security number, criminal history, education, work history with former employers, validation against the Department of Homeland Security’s Restricted Parties List, and restrictions on employment under U.S. Deemed Export regulations.  In some positions, a credit and a driver’s license check will also be conducted.

4)You will need to acknowledge and agree that Verigy’s policies and procedures, including policies covering Equal Employment Opportunity, Sexual Harassment, Standards of Business Conduct, Global Personnel Privacy, Customer Data Privacy, and Drug-Free Workplace apply to you as an employee and you agree to comply with each policy or procedure.

This offer letter is not a contract of employment for any specific or minimum term and employment with Verigy is terminable at will.  This means that our employment relationship is voluntary and based on mutual consent.  You may resign your employment, and Verigy likewise may terminate your employment, at any time, for any reason or no reason, with or without cause or notice.

3

In order to expeditiously deal with any disputes relating to or arising out of our employment relationship, you and Verigy agree that, except as set forth in the Agreement Regarding Confidential Information and Proprietary Developments by and between Verigy and you, all such disputes including but not limited to claims of harassment, discrimination, breach of contract, and wrongful termination, shall be fully and finally resolved by binding arbitration conducted by the Judicial Arbitration and Mediation Services, Inc. (“JAMS”), pursuant to the Employment Arbitration Rules and Procedures set forth in California Code of Civil Procedure Section 1280, et eq., including Section 12830.05  and pursuant to California Law.  ACCORDINGLY, THE PARTIES HEREBY AGREE TO WAIVE THEIR RIGHT TO HAVE ANY DISPUTES BETWEEN THEM UNDER THIS AGREEMENT RESOLVED IN A COURT BY A JUDGE OR JURY.

All questions concerning the construction, validity and interpretation of this Agreement will be governed by the laws of the State of California (without regard to its conflicts of law provisions).

This written offer constitutes all conditions and agreements made on behalf of Verigy and supersedes any previous verbal or written commitments regarding your employment offer.  No representative other than me has authority to modify any of the terms and conditions herein.

Next Steps

This employment offer expires at 5:00pm Pacific Daylight Time on May 5, 2008.

You may notify me by phone or email of your intention to accept this offer; however for such acceptance to be valid, these forms must be signed and returned to Kristen Robinson, VP of Human Resources.

Upon your acceptance of employment, please review, complete/sign and return a copy of this offer letter, the Confidential Information and Proprietary Development Agreement, the Background Check Release, Employee Information, and Policy Acknowledgment Form.

To expedite the processing of your acceptance, you may send your signed documents to our confidential fax number: 408-864-2991 or scanned copies to Kristen Robinson, Kristen.robinson@verigy.com.

4

Jorge, we are excited about the opportunity to have you join Verigy and the Executive team.  We look forward to your acceptance of this offer.

Sincerely,

/s/ Keith Barnes

Keith Barnes

Chairman of the Board, Chief Executive Officer and President

Verigy US, Inc.

Acceptance & Acknowledgment:

I agree to and accept employment with Verigy on the terms and conditions set forth in this letter.

Accepted:	/s/ Jorge Titinger		Date:	April 30, 2008
Anticipated Start Date:		June 9, 2008

Enclosures:

Confidential Information and Proprietary Development Agreement

Background Check Release Form

Employee Information Form

Policy Acknowledgment Form with related policies

5