- Current report filing (8-K)
January 21 2010 - 4:17PM
Edgar (US Regulatory)
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)
January 19, 2010
Verigy Ltd.
(Exact name of registrant as specified in its charter)
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Singapore
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000-52038
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N/A
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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Verigy Ltd.
No. 1 Yishun Ave. 7
Singapore 768923
(Address of principal executive offices, including zip code)
+65 6755-2033
(Registrants 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 5.02
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Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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On January 19, 2010, the Board of Directors of Verigy Ltd. (
Verigy
or the
Company
) adopted a Policy Regarding Recoupment of Certain Compensation applicable to our executive officers (the
Recoupment Policy
). Pursuant to the Recoupment Policy, Verigy may seek to recoup certain
compensation from executive officers in the event that the Company is required to restate its financial statements as a result of willful misconduct or fraud on the part of an officer. The Recoupment Policy is set forth in Appendix A to the form of
Acknowledgement & Agreement described below and filed with this Current Report on Form 8-K as Exhibit 10.1.
In
connection with adoption of the Recoupment Policy, each of our executive officers will sign an Acknowledgement & Agreement (the
Agreement
) pursuant to which the executive officer acknowledges and agrees, in consideration
of continued benefits to be received from Verigy (or a subsidiary) and the right to participate in, and receive future awards under, Verigys cash- and equity-based incentive programs, that the Recoupment Policy could apply toand require
disgorgement ofgains realized in the future from sales of Verigy equity acquired by him/her pursuant to equity-based awards issued prior to and after the date on which the Recoupment Policy was adopted, and that the Recoupment Policy also
applies to compensation arrangements established after the date of the Agreement. The form of Agreement is filed with this Current Report on Form 8-K as Exhibit 10.1.
On
January 19, 2010, our Board of Directors approved amendments to our 2006 Equity Incentive Plan (
2006 EIP
) to:
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establish minimum vesting of three years for time-based awards and one year for performance-based awards, subject to exceptions for up to 10% of shares
reserved under the plan; and
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eliminate the ability to buy back or cash out options for less than their intrinsic value without shareholder approval.
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The 2006 EIP as amended as of January 19, 2010, is filed with this Current Report on Form 8-K as Exhibit 10.2.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits
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Exhibit
Number
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Description
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10.1*
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Form of Acknowledgement & Agreement between Verigy and each of its executive officers with regard to Verigys Policy Regarding Recoupment of Certain
Compensation.
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10.2*
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2006 Equity Incentive Plan, as amended as of January 19, 2010.
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*
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Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
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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.
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Verigy Ltd.
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By:
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/s/ K
ENNETH
M.
S
IEGEL
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Kenneth M. Siegel
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Date: January 21, 2009
Exhibit Index
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Exhibit
Number
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Description
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10.1*
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Form of Acknowledgement & Agreement between Verigy and each of its executive officers with regard to Verigys Policy Regarding Recoupment of Certain
Compensation.
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10.2*
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2006 Equity Incentive Plan, as amended as of January 19, 2010.
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*
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Management contracts or compensation plans or arrangements in which directors or executive officers are eligible to participate.
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