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Promotion Letter - Jorge Titinger

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Exhibit 10.2

Verigy US, Inc

10100 North Tantau Avenue


California, 95014-2540


November 17, 2010

Jorge Titinger

Dear Jorge:


Verigy is pleased to offer you a promotion to the position of Chief Executive Officer (" CEO" ) effective January 1, 2011. As of, and contingent upon, the closing of the proposed transactions (together, the " Transaction" ) pursuant to the Agreement and Plan of Merger between Verigy and LTX-C and related parties (the " Merger Agreement" ), you will hold the position of Co-CEO of the ultimate parent entity following such transactions (either HoldCo or Verigy, in either case, the " Company" ). In this position, you will report to the Board of Directors.


To compensate you for the challenges you will be expected to conquer and the contributions you will make to the success of the Company, your Total Rewards program has been modified, effective January 1, 2011, as follows:

Base Salary

Your base salary will be increased to $47,917.00 per month (equivalent to $575,004 per annum), subject to standard payroll deductions and withholdings.

Non-Qualified Stock Options (NQSO)

On your promotion date, you will automatically receive an additional Verigy non-qualified share option grant for 18,100 ordinary shares. This option shall be divided into four tranches, each representing 1 / 4 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 the third trading day after your promotion date. 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 three fiscal quarters following your promotion date. The first, second, third and fourth tranches of the option grant will become vested and exercisable in 16, 15, 14, and 13 equal quarterly installments, respectively. This option grant has been approved by the Compensation Committee of Verigy' s Board of Directors and is subject to 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.

November 17, 2010

Jorge Titinger

Promotion Offer Letter

Restricted Stock Units (RSUs)

On your promotion date, you will automatically receive a Verigy Restricted Share Unit (RSU) grant for 7,300 shares. RSUs represent a right to receive Verigy shares after vesting, and do not require any payment by you. Your RSUs will vest quarterly on each February 15, May 15, August 15, and November 15 for a total of four years of vesting.

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.

Pay for Results

Your compensation package includes an increase in your target variable pay opportunity to 80% of your salary.

Amendment to Severance Agreement . In connection with your promotion and effective as of January 1, 2011, your First Amended and Restated Severance Agreement, dated December 18, 2008 (the " Severance Agreement" ) is hereby amended as follows:

Section 2.6 of the Severance Agreement is hereby amended and restated as follows:

" 2.6 Stock Award Acceleration upon Termination before Change in Control .
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