VERIGY LTD. Purchase AgreementVerigy Ltd. • July 15th, 2009 • Semiconductors & related devices • New York
Verigy Ltd., a company incorporated under the laws of the Republic of Singapore (the “Company”), has pursuant to the terms of an engagement letter dated July 7, 2009 (the “Engagement Letter”) engaged J.P. Morgan (S.E.A.) Limited, a company incorporated under the laws of the Republic of Singapore bearing the registration number 198500154W, and Morgan Stanley Asia (Singapore) Pte., a company incorporated under the laws of the Republic of Singapore bearing the registration number 199206298Z, as joint lead managers (the “Joint Lead Managers”). Pursuant to the Engagement Letter, the Joint Lead Managers have arranged the issue and sale of the Securities to the Initial Purchasers (both terms as defined below). The Company proposes to issue and sell to the several initial purchasers listed in Schedule 1 hereto (the “Initial Purchasers”), for whom you are acting as representatives (the “Representatives”), $120,000,000 aggregate principal amount of its 5.25% Convertible Senior Notes due 2014 (th
SECOND AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • December 19th, 2008 • Verigy Ltd. • Semiconductors & related devices • California
This Second Amended and Restated Severance Agreement (the “Agreement”) is entered into this day of December, 2008 (the “Effective Date”), between Verigy Ltd., a Singapore corporation (the “Company”), and [NAME] (“Executive”), who currently serves as [title] of the Company.
IMPLEMENTATION AGREEMENT BY AND BETWEEN ADVANTEST CORPORATION AND VERIGY LTD.Implementation Agreement • March 28th, 2011 • Verigy Ltd. • Semiconductors & related devices • Delaware
This IMPLEMENTATION AGREEMENT (this “Agreement”) is made and entered into as of March 28, 2011, by and between Advantest Corporation, a corporation organized under the laws of Japan (“Acquiror”), and Verigy Ltd. (Company Registration No. 200601091C), a corporation organized under the laws of Singapore with its registered address at No. 1 Yishun Ave 7, Singapore 768923 (the “Company”).
TAX SHARING AGREEMENT by and between AGILENT TECHNOLOGIES, INC. and VERIGY LTD. June 1, 2006Tax Sharing Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices
THIS TAX SHARING AGREEMENT (the "Agreement") is dated as of June 1, 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Ltd., a company organized under the laws of Singapore (together with its successors and assigns, "Verigy") (each, a "Party" and, collectively, the "Parties").
INDEMNITY AGREEMENTIndemnity Agreement • May 23rd, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices
This Indemnity Agreement, dated as of , is made by and between Verigy Ltd., a company organized under the laws of Singapore (the "Company"), and , a director, officer or key employee of the Company or one of the Company's subsidiaries or other service provider who satisfies the definition of Indemnifiable Person set forth below (the "Indemnitee").
MASTER SEPARATION AND DISTRIBUTION AGREEMENT between AGILENT TECHNOLOGIES, INC. and VERIGY LTD. Dated as of May 31, 2006Master Separation and Distribution Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices • New York
THIS MASTER SEPARATION AND DISTRIBUTION AGREEMENT (the "Agreement") is dated as of May 31, 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Ltd., a company organized under the laws of Singapore (together with its successors and assigns, "Verigy") (each, a "Party" and, collectively, the "Parties").
QuickLinks -- Click here to rapidly navigate through this documentAgreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices
LOAN AGREEMENT made on May 31, 2006 BETWEEN Verigy Ltd. of No .1 Yishun Ave 7, Singapore (the Borrower); and Agilent Technologies Singapore (Sales) Pte Ltd, a Singapore company (the Lender).
ACQUISITION PAYMENT AGREEMENTAcquisition Payment Agreement • March 28th, 2011 • Verigy Ltd. • Semiconductors & related devices • California
This Acquisition Payment Agreement (the “Agreement”) is entered into as of the last date signed below by and between Keith L. Barnes (“Chairman”) and Verigy Ltd., a corporation organized under the laws of Singapore (the “Company” and together with Chairman, the “Parties”).
Equity Award Modification AgreementEquity Award Modification Agreement • March 14th, 2007 • Verigy Ltd. • Semiconductors & related devices
This Equity Award Modification Agreement (the “Agreement”) is entered into this ____ day of ____________, 2007 (the “Effective Date”), between Verigy Ltd., a company organized under the laws of the Republic of Singapore (the “Parent Company”), and _______________ (“Executive”).
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 24th, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices • Colorado
This ASSET PURCHASE AGREEMENT ("Agreement"), is dated and executed as of March 31st, 2006 by and between AGILENT TECHNOLOGIES, INC., a Delaware corporation, ("Seller"), and FLEXTRONICS INTERNATIONAL USA INC., a California corporation "Buyer").
EQUITY AWARD MODIFICATION AGREEMENT (France—Based Executive)Equity Award Modification Agreement • December 21st, 2007 • Verigy Ltd. • Semiconductors & related devices
This Equity Award Modification Agreement (the "Agreement") is entered into this day of , 2007 (the "Effective Date"), between Verigy Ltd., a company organized under the laws of the Republic of Singapore (the "Parent Company"), and ("Executive").
EMPLOYEE MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. and VERIGY LTD. Dated as of June 1, 2006Employee Matters Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices
THIS EMPLOYEE MATTERS AGREEMENT (the "Agreement"), is dated as of June 1, 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Ltd., a company organized under the laws of Singapore (together with its successors and assigns, "Verigy") (each, a "Party" and, collectively, the "Parties").
Verigy Ltd. Ordinary Shares Underwriting AgreementUnderwriting Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices • New York
Goldman, Sachs & Co., Credit Suisse Securities (USA) LLC, Cowen and Company, LLC, Thomas Weisel Partners LLC, As representatives of the several Underwriters named in Schedule I hereto, c/o Goldman, Sachs & Co., 85 Broad Street, New York, New York 10004.
VERIGY LTD. (Incorporated in the Republic of Singapore) (Company Registration Number 200601091C) as Issuer AND U.S. Bank National Association as Trustee Indenture Dated as of July 15, 2009 5.25% Convertible Senior Notes due 2014Indenture • July 15th, 2009 • Verigy Ltd. • Semiconductors & related devices • New York
INDENTURE, dated as of July 15, 2009, between Verigy Ltd., a company duly incorporated and existing under the laws of the Republic of Singapore, as Issuer (the “Company”), having its principal office at No. 1 Yishun Avenue 7, Singapore 768923 and U.S. Bank National Association, a national banking association, as Trustee (the “Trustee”).
LOAN AGREEMENTLoan Agreement • June 1st, 2006 • Verigy Ltd. • Semiconductors & related devices • California
This Loan Agreement (the "Agreement") is entered into as of the 5th day of February, 2002, by and between Agilent Technologies, Inc., a Delaware corporation (the "Company"), and Adrian Dillon, an individual ("Employee").
VERIGY LTD. 2006 EQUITY INCENTIVE PLAN NOTICE OF SHARE UNIT AWARDVerigy Ltd. • December 22nd, 2006 • Semiconductors & related devices
You have been granted units representing Ordinary Shares of Verigy Ltd. (the “Company”). Your grant is summarized on the Award Summary page of your Smith Barney account.
AGREEMENT AND PLAN OF MERGER BY AND AMONG VERIGY, LTD., ALISIER LIMITED, LOBSTER-1 MERGER CORPORATION, LOBSTER-2 MERGER CORPORATION AND LTX-CREDENCE CORPORATION Dated as of November 17, 2010Agreement and Plan of Merger • November 18th, 2010 • Verigy Ltd. • Semiconductors & related devices • Delaware
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of November 17, 2010, by and among Verigy Ltd., a corporation organized under the laws of Singapore (“Verigy”), Alisier Limited, a corporation organized under the laws of Singapore (“Holdco”), Lobster-1 Merger Corporation, a Massachusetts corporation and a wholly-owned subsidiary of Verigy (“Merger Sub-1”), Lobster-2 Merger Corporation, a Massachusetts corporation and a wholly-owned subsidiary of Holdco (“Merger Sub-2”), and LTX-Credence Corporation, a Massachusetts corporation (“LTX-Credence”).
TRANSITION SERVICES AGREEMENTVerigy Ltd. • June 5th, 2006 • Semiconductors & related devices
This Transition Services Agreement (together with Annex A hereto) and the Transition Agreements (as defined herein), collectively, this "Agreement") is entered into as of the 1st day of June, 2006 (the "Separation Date"), by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Ltd., a company organized under the laws of Singapore ("Verigy").
INVENTORY PURCHASE AGREEMENTInventory Purchase Agreement • May 1st, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices
This INVENTORY PURCHASE AGREEMENT ("Agreement"), is dated and executed on March 31st, 2006 by and between AGILENT TECHNOLOGIES INTERNATIONAL SARL, a Swiss limited liability company, ("Seller"), and FLEXTRONICS INTERNATIONAL GERMANY GMBH & CO KG, a German limited partnership ("Buyer").
INDEMNITY AGREEMENTIndemnity Agreement • December 22nd, 2006 • Verigy Ltd. • Semiconductors & related devices • Delaware
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”).
OPTION AMENDMENT AGREEMENTOption Amendment Agreement • March 14th, 2007 • Verigy Ltd. • Semiconductors & related devices
This Option Amendment Agreement (the “Amendment”) is entered into as of the latest date set forth below by and between Verigy Ltd. a Singapore Corporation (“Verigy”) and , a member of Verigy’s Board of Directors (“Director”).
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENT between AGILENT TECHNOLOGIES, INC. and VERIGY PTE. LTD. Dated as of [ • ], 2006General Assignment and Assumption Agreement • May 24th, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices
This General Assignment and Assumption Agreement is dated as of June , 2006 (the "Agreement"), between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Pte. Ltd., a company organized under the laws of Singapore (together with its successors and assigns, "Verigy") (each, a "Party" and collectively, the "Parties").
VERIGY LTD. 2006 EQUITY INCENTIVE PLAN AMENDED & RESTATED NOTICE OF SHARE UNIT AWARDNotice of Share Unit Award • March 7th, 2008 • Verigy Ltd. • Semiconductors & related devices
Effective as of March 6, 2008, this Amended & Restated Notice of Share Unit Award and Amended & Restated Share Unit Agreement (together, the “Amended Share Unit Agreement”) amend and replace in their entirety that certain Notice of Share Unit Award and Verigy Ltd. 2006 Equity Incentive Plan Share Unit Agreement dated June 12, 2006.
FIRST SUPPLEMENTAL INDENTUREFirst Supplemental Indenture • July 5th, 2011 • Verigy Ltd. • Semiconductors & related devices • New York
This First Supplemental Indenture (“Supplemental Indenture”) is made as of the 4th day of July 2011 by and between Verigy Ltd., a corporation duly organized under the laws of Singapore (the “Company”) (Company Registration Number 200601091C), and U.S. Bank National Association, a national banking association organized and existing under the laws of the United States, as Trustee (the “Trustee”), under the Indenture, dated as of July 15, 2009 (the “Indenture”).
Acknowledgment & AgreementAcknowledgment & Agreement • January 21st, 2010 • Verigy Ltd. • Semiconductors & related devices
This Acknowledgment & Agreement (the “Acknowledgment”) is delivered by the individual named below as of the date set forth below.
INVENTORY PURCHASE AGREEMENTInventory Purchase Agreement • May 1st, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices
This INVENTORY PURCHASE AGREEMENT ("Agreement"), is dated and executed on March 31st, 2006 by and between AGILENT TECHNOLOGIES Inc., a Delaware company, ("Seller"), and FLEXTRONICS TECHNOLOGY (SHANGHAI) LTD., a Chinese company ("Buyer").
ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 1st, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices
This ASSET PURCHASE AGREEMENT ("Agreement"), is dated and executed on March 31st, 2006 by and between AGILENT TECHNOLOGIES MANUFACTURING GMBH & CO. KG, a German limited partnership, ("Seller"), located in 71034 Boeblingen, Herrenberger Str. 130 and FLEXTRONICS INTERNATIONAL GERMANY GMBH & CO KG., a German limited partnership, located in 33106 Paderborn, Heinz-Nixdorf-Ring 1 ("Buyer").
Verigy US, Inc 10100 North Tantau Avenue Cupertino California, 95014-2540Merger Agreement • November 18th, 2010 • Verigy Ltd. • Semiconductors & related devices • California
TRANSITION SERVICES AGREEMENTTransition Services Agreement • May 23rd, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices
This Transition Services Agreement (together with Annex A hereto) and the Transition Agreements (as defined herein), collectively, this "Agreement") is entered into as of the day of June, 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Ltd., a company organized under the laws of Singapore ("Verigy").
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENTAssignment and Assumption Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices
This General Assignment and Assumption Agreement is dated as of June 1, 2006 (the "Agreement"), between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), and Verigy Ltd., a company organized under the laws of Singapore (together with its successors and assigns, "Verigy") (each, a "Party" and collectively, the "Parties").
Verigy Ltd. 2006 Equity Incentive Plan Notice of Share Option GrantShare Option Agreement • December 22nd, 2006 • Verigy Ltd. • Semiconductors & related devices
You have been granted an option to purchase Ordinary Shares of Verigy Ltd. (the “Company”). Your option is summarized on the Award Summary page of your Smith Barney account.
December 22, 2010Verigy Ltd. • December 23rd, 2010 • Semiconductors & related devices
Verigy US Inc. 10100 N. Tantau Cupertino, CA 95014-2540 408 864 2900 telephone www.verigy.comVerigy Ltd. • November 19th, 2009 • Semiconductors & related devices
This letter confirms the modification of your terms of employment as it relates to relocation benefits and potential early termination of your monthly living allowance.
QuickLinks -- Click here to rapidly navigate through this documentVerigy Pte. Ltd. • May 23rd, 2006 • Semiconductors & related devices
This letter is being sent to you to restate the terms of the special retention arrangement between Agilent Technologies, Inc. and you previously documented in the letter agreement between us dated August 31, 2005.
ASSET PURCHASE AGREEMENT003 Asset Purchase Agreement • May 24th, 2006 • Verigy Pte. Ltd. • Semiconductors & related devices
This ASSET PURCHASE AGREEMENT ("Agreement"), is dated and executed on March 31st, 2006 by and between AGILENT TECHNOLOGIES MANUFACTURING GMBH & CO. KG, a German limited partnership, ("Seller"), located in 71034 Boeblingen, Herrenberger Str. 130 and FLEXTRONICS INTERNATIONAL GERMANY GMBH & CO KG., a German limited partnership, located in 33106 Paderborn, Heinz-Nixdorf-Ring 1 ("Buyer").
