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”).
CORRECTED SECOND AMENDED AND RESTATED SEVERANCE AGREEMENTSeverance Agreement • March 5th, 2010 • Verigy Ltd. • Semiconductors & related devices • California
This Corrected Second Amended and Restated Severance Agreement (the “Agreement”) is entered into this day of March, 2010 (the “Effective Date”), between Verigy Ltd., a Singapore corporation (the “Company”), and Keith L. Barnes (“Executive”), who currently serves as Chairman, President and Chief Executive Officer 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”).
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. Purchase AgreementPurchase Agreement • July 15th, 2009 • Verigy Ltd. • 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
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").
TRANSITION SERVICES AGREEMENTTransition Services Agreement • June 5th, 2006 • Verigy 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 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").
QuickLinks -- Click here to rapidly navigate through this documentLoan Agreement • 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).
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").
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
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").
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").
GENERAL ASSIGNMENT AND ASSUMPTION AGREEMENTGeneral Assignment 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").
INTELLECTUAL PROPERTY MATTERS AGREEMENT between AGILENT TECHNOLOGIES, INC. Verigy LTD. and VERIGY (SINGAPORE) PTE. LTD. Dated as of June 1, 2006Intellectual Property Matters Agreement • June 5th, 2006 • Verigy Ltd. • Semiconductors & related devices
THIS INTELLECTUAL PROPERTY MATTERS AGREEMENT (this "Agreement") is dated as of June 1, 2006, by and between Agilent Technologies, Inc., a Delaware corporation ("Agilent"), Verigy Ltd., a company organized under the laws of Singapore ("Verigy") and Verigy (Singapore) Pte. Ltd., a company organized under the laws of Singapore and a wholly owned subsidiary of Verigy ("Verigy IP Sub"). Agilent, Verigy and Verigy IP Sub are each a "Party" and collectively, the "Parties". Each reference to the words "Party" or "Parties" herein shall refer collectively to such Party or Parties on its or their own behalf and on behalf of each of its or their Affiliates.
ADDENDUM TO THE MANAGING’S DIRECTOR SERVICE CONTRACTManaging Director Service Contract • March 28th, 2011 • Verigy Ltd. • Semiconductors & related devices
Represented for the purposes hereof by its sole shareholder Verigy (Netherlands) B.V., with registered seat at Fred. Roeskestraat 123, 1076-EE Amsterdam, the Netherlands, which is represented by its managing director A ATC Management B.V., with registered seat at Fred. Roeskestraat 123, 1076-EE Amsterdam, the Netherlands.
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 AWARDDirector Rsu Agreement • December 22nd, 2006 • Verigy Ltd. • 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, 2010Merger Agreement • 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”).
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”).
VERIGY LTD. 2006 EQUITY INCENTIVE PLAN AMENDED & RESTATED NOTICE OF SHARE UNIT AWARDShare Unit Award Agreement • 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 INDENTURESupplemental 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").
Verigy US, Inc 10100 North Tantau Avenue Cupertino California, 95014-2540Merger Agreement • November 18th, 2010 • Verigy Ltd. • Semiconductors & related devices • California
Verigy Ltd. 2006 Equity Incentive Plan Notice of Share Option GrantDirector Share 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, 2010Merger Agreement • December 23rd, 2010 • Verigy Ltd. • Semiconductors & related devices
Verigy US Inc. 10100 N. Tantau Cupertino, CA 95014-2540 408 864 2900 telephone www.verigy.comEmployment Agreement • November 19th, 2009 • Verigy Ltd. • 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 documentRetention Agreement • May 23rd, 2006 • Verigy Pte. Ltd. • 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.
