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                                                                   EXHIBIT 10.03


                                FORMFACTOR, INC.

                             1996 STOCK OPTION PLAN

             AS APPROVED BY THE BOARD OF DIRECTORS ON JULY 24, 1997
         AND AS AMENDED ON MARCH 12, 1998, APRIL 14, 1998, MAY 13, 1999,
                     SEPTEMBER 18, 2000 AND JANUARY 16, 2001


        1. Purposes of the Plan. The purposes of this 1996 Stock Option Plan are
to attract and retain the best available personnel for positions of substantial
responsibility, to provide additional incentive to Employees and Consultants of
the Company and its Subsidiaries and to promote the success of the Company's
business. Options granted under the Plan may be Incentive Stock Options or
Nonstatutory Stock Options, as determined by the Administrator at the time of
grant of an Option and subject to the applicable provisions of Section 422 of
the Code and the regulations promulgated thereunder. Stock Purchase Rights may
also be granted under the Plan. This Plan is intended to be a written
compensatory benefit plan within the meaning of Rule 701 promulgated under the
Securities Act and is intended to comply with Section 25102(o) of the California
Corporations Code.

        2. Definitions. As used herein, the following definitions shall apply:

               (a) "Award Agreement" means with respect to Options and Stock
Purchase Rights, the signed written agreement between the Company and the
Optionee setting forth the terms and conditions of the Option or Stock Purchase
Right, as the case may be.

               (b) "Administrator" means the Board or its Committee appointed
pursuant to Section 4 of the Plan.

               (c) "Board" means the Board of Directors of the Company.

               (d) "Cause" means termination because of (i) any willful material
violation by the Optionee of any law or regulation applicable to the business of
the Company or a Parent or Subsidiary of the Company, the Optionee's conviction
for, or guilty plea to, a felony or a crime involving moral turpitude, any
willful perpetration by the Optionee of a common law fraud, (ii) the Optionee's
commission of an act of personal dishonesty which involves personal profit in
connection with the Company or any other entity having a business relationship
with the Company, (iii) any material breach by the Optionee of any provision of
any agreement or understanding between the Company or any Parent or Subsidiary
of the Company and the Optionee regarding the terms of the Optionee's service as
an employee, director or consultant to the Company or a Parent or Subsidiary of
the Company including, without limitation, the willful and continued failure or
refusal of the Optionee to perform the material duties required of such Optionee
as an employee, director or consultant of the Company or a Parent or Subsidiary
of the Company, other than as a result of having a Disability, or a breach of
any applicable invention assignment and confidentiality agreement or similar
agreement between the Company and the Optionee, (iv) Optionee's disregard of the
policies of the Company or any Parent or Subsidiary of the Company so as to
cause loss, damage or injury to the property, reputation or employees of


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the Company or a Parent or Subsidiary of the Company, or (v) any other
misconduct by the Optionee which is materially injurious to the financial
condition or business reputation of, or is otherwise materially injurious to,
the Company or a Parent or Subsidiary of the Company.

               (e) "Code" means the Internal Revenue Code of 1986, as amended.

               (f) "Committee" means a Committee appointed by the Board of
Directors in accordance with Section 4 of the Plan.

               (g) "Common Stock" means the Common Stock of the Company.

               (h) "Company" means FormFactor, Inc., a Delaware corporation.

               (i) "Consultant" means any person who is engaged by the Company
or any Parent or Subsidiary to render consulting or advisory services and is
compensated for such services, and any Director of the Company whether
compensated for such services or not. If the Company registers any class of any
equity security pursuant to the Exchange Act, the term Consultant shall
thereafter not include Directors who are not compensated for their services or
are paid only a Director's fee by the Company.

               (j) "Continuous Status as an Employee or Consultant" means that
the employment or consulting relationship with the Company, any Parent or
Subsidiary is not interrupted or terminated. Continuous Status as an Employee or
Consultant shall not be considered interrupted in the case of (i) any leave of
absence approved by the Company or (ii) transfers between locations of the
Company or between the Company, its Parent, any Subsidiary, or any successor. A
leave of absence approved by the Company shall include sick leave, military
leave, or any other personal leave approved by an authorized representative of
the Company. For purposes of Incentive Stock Options, no such leave may exceed
ninety (90) days, unless reemployment upon expiration of such leave is
guaranteed by statute or contract, including Company policies. If reemployment
upon expiration of a leave of absence approved by the Company is not so
guaranteed, on the ninety-first (91st) day of such leave any Incentive Stock
Option held by the Optionee shall cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option.

               (k) "Director" means a member of the Board of Directors of the
Company.

               (l) "Employee" means any person, including Officers and
Directors, employed by the Company or any Parent or Subsidiary of the Company.
The payment of a Director's fee by the Company shall not be sufficient to
constitute "employment" by the Company.

               (m) "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

               (n) "Fair Market Value" means, as of any date, the value of
Common Stock determined as follows

                      (i) If the Common Stock is listed on any established stock
exchange or a national market system, including without limitation the Nasdaq
National Market or The


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Nasdaq SmallCap Market of The Nasdaq Stock Market, its Fair Market Value shall
be the closing sales price for such stock (or the closing bid, if no sales were
reported) as quoted on such exchange or system for the last market trading day
prior to the time of determination, as reported in The Wall Street Journal or
such other source as the Administrator deems reliable;

                      (ii) If the Common Stock is regularly quoted by a
recognized securities dealer but selling prices are not reported, its Fair
Market Value shall be the mean between the high bid and low asked prices for the
Common Stock on the last market trading day prior to the day of determination;
or

                      (iii) In the absence of an established market for the
Common Stock, the Fair Market Value thereof shall be determined in good faith by
the Administrator.

               (o) "Incentive Stock Option" means an Option intended to qualify
as an incentive stock option within the meaning of Section 422 of the Code.

               (p) "Nonstatutory Stock Option" means an Option not intended to
qualify as an Incentive Stock Option.

               (q) "Officer" means a person who is an officer of the Company
within the meaning of Section 16 of the Exchange Act and the rules and
regulations promulgated thereunder.

               (r) "Option" means a stock option granted pursuant to the Plan.

               (s) "Optioned Stock" means the Common Stock subject to an Option
or a Stock Purchase Right.

               (t) "Optionee" means an Employee or Consultant who receives an
Option or Stock Purchase Right.

               (u) "Parent" means a "parent corporation," whether now or
hereafter existing, as defined in Section 424(e) of the Code.

               (v) "Plan" means this 1996 Stock Option Plan.

               (w) "Restricted Stock" means shares of Common Stock acquired
pursuant to a grant of a Stock Purchase Right under Section 11 below.

               (x) "Section 16(b)" means Section 16(b) of the Securities
Exchange Act of 1934, as amended.

               (y) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 13 below.

               (z) "Stock Purchase Right" means a right to purchase Common Stock
pursuant to Section 11 below.


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               (aa) "Subsidiary" means a "subsidiary corporation," whether now
or hereafter existing, as defined in Section 424(f) of the Code.

               (bb) "Unvested Shares" means "Unvested Shares" as defined in the
Award Agreement.

               (cc) "Vested Shares" means "Vested Shares" as defined in the
Award Agreement.

        3. Stock Subject to the Plan. Subject to the provisions of Section 13 of
the Plan, the maximum aggregate number of Shares reserved for issuance under the
Plan is 5,930,500 Shares or such lesser number of Shares as permitted under
Section 260.140.45 of Title 10 of the California Code of Regulations. The Shares
may be authorized but unissued Common Stock.

               If an Option or Stock Purchase Right expires or becomes
unexercisable without having been exercised in full, or is surrendered pursuant
to an option exchange program, the unpurchased Shares which were subject thereto
shall become available for future grant or sale under the Plan (unless the Plan
has terminated). However, Shares that have actually been issued under the Plan,
upon exercise of either an Option or Stock Purchase Right, shall not be returned
to the Plan and shall not become available for future distribution under the
Plan.

        4. Administration of the Plan. The Plan shall be administered by the
Board or a Committee appointed by the Board. Subject to the provisions of the
Plan and, in the case of a Committee, the specific duties delegated by the Board
to such Committee, and subject to the approval of any relevant authorities,
including the approval, if required, of any stock exchange upon which the Common
Stock is listed, the Administrator shall have the authority in its discretion:

                      (i) to determine the Fair Market Value of the Common
Stock, in accordance with Section 2(n) of the Plan;

                      (ii) to select the Consultants and Employees to whom
Options and Stock Purchase Rights may from time to time be granted hereunder;

                      (iii) to determine whether and to what extent Options and
Stock Purchase Rights or any combination thereof are granted hereunder;

                      (iv) to determine the number of Shares to be covered by
each such award granted hereunder;

                      (v) to approve forms of agreement for use under the Plan;

                      (vi) to determine the terms and conditions of any award
granted hereunder;

                      (vii) to determine whether and under what circumstances an
Option may be settled in cash under subsection 9(f) instead of Common Stock;


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                      (viii) to reduce the exercise price of any Option to the
then current Fair Market Value if the Fair Market Value of the Common Stock
covered by such Option has declined since the date the Option was granted; and

                      (ix) to construe and interpret the terms of the Plan and
awards granted pursuant to the Plan.

               Effect of Administrator's Decision. All decisions, determinations
and interpretations of the Administrator shall be final and binding on all
Optionees and any other holders of any Options or Stock Purchase Rights.

        5. Eligibility.

               (a) Nonstatutory Stock Options and Stock Purchase Rights may be
granted to Employees and Consultants. Incentive Stock Options may be granted
only to Employees. An Employee or Consultant who has been granted an Option or
Stock Purchase Right may, if otherwise eligible, be granted additional Options
or Stock Purchase Rights.

               (b) Each Option shall be designated in the written option
agreement as either an Incentive Stock Option or a Nonstatutory Stock Option.
However, notwithstanding such designation, to the extent that the aggregate Fair
Market Value of the Shares with respect to which Incentive Stock Options are
exercisable for the first time by the Optionee during any calendar year (under
all plans of the Company and any Parent or Subsidiary) exceeds $100,000, such
Options shall be treated as Nonstatutory Stock Options. For purposes of this
Section 5(b), Incentive Stock Options shall be taken into account in the order
in which they were granted. The Fair Market Value of the Shares shall be
determined as of the time the Option with respect to such Shares is granted.

               (c) Neither the Plan nor any Option or Stock Purchase Right shall
confer upon any Optionee any right with respect to continuation of his or her
employment or consulting relationship with the Company, nor shall it interfere
in any way with his or her right or the Company's right to terminate his or her
employment or consulting relationship at any time, with or without cause.

        6. Term of Plan. The Plan shall become effective upon the earlier to
occur of its adoption by the Board of Directors or its approval by the
shareholders of the Company, as described in Section 20 of the Plan. It shall
continue in effect for a term of ten (10) years from the effective date unless
sooner terminated under Section 16 of the Plan.

        7. Term of Option. The term of each Option shall be the term stated in
the Option Agreement; provided, however, that the term shall be no more than ten
(10) years from the date of grant thereof. In the case of an Incentive Stock
Option granted to an Optionee who, at the time the Option is granted, owns stock
representing more than ten percent (10%) of the voting power of all classes of
stock of the Company or any Parent or Subsidiary, the term of the Option shall
be five (5) years from the date of grant thereof or such shorter term as may be
provided in the Option Agreement.

        8. Option Exercise Price and Consideration.

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               (a) The per share exercise price for the Shares to be issued upon
exercise of an Option shall be such price as is determined by the Administrator,
but shall be subject to the following:

                      (i) In the case of an Incentive Stock Option

                             (A) granted to an Employee who, at the time of
grant of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the per Share exercise price shall be no less than 110% of the Fair Market Value
per Share on the date of grant.

                             (B) granted to any other Employee, the per Share
exercise price shall be no less than 100% of the Fair Market Value per Share on
the date of grant.

                      (ii) In the case of a Nonstatutory Stock Option

                             (A) granted to a person who, at the time of grant
of such Option, owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the Company or any Parent or Subsidiary,
the per Share exercise price shall be no less than 110% of the Fair Market Value
per Share on the date of the grant.

                             (B) granted to any other person, the per Share
exercise price shall be no less than 85% of the Fair Market Value per Share on
the date of grant.

               (b) The consideration to be paid for the Shares to be issued upon
exercise of an Option, including the method of payment, shall be determined by
the Administrator at the time of grant. Such consideration may consist of (1)
cash, (2) check, (3) promissory note, (4) other Shares which (x) in the case of
Shares acquired upon exercise of an Option, have been owned by the Optionee for
more than six months on the date of surrender, and (y) have a Fair Market Value
on the date of surrender equal to the aggregate exercise price of the Shares as
to which such Option shall be exercised, (5) delivery of a properly executed
exercise notice together with such other documentation as the Administrator and
a broker, if applicable, shall require to effect an exercise of the Option and
delivery to the Company of the sale or loan proceeds required to pay the
exercise price, or (6) any combination of the foregoing methods of payment. In
making its determination as to the type of consideration to accept, the
Administrator shall consider if acceptance of such consideration may be
reasonably expected to benefit the Company.

               (c) Withholding Taxes. Whenever Shares are to be issued in
satisfaction of Options or Stock Purchase Awards granted under this Plan, the
Company may require the Optionee to remit to the Company an amount sufficient to
satisfy federal, state and local withholding tax requirements prior to the
delivery of any certificate or certificates for such Shares. Whenever, under
this Plan, payments in satisfaction of Options or Stock Purchase Rights are to
be made in cash, such payment will be net of an amount sufficient to satisfy
federal, state, and local withholding tax requirements.

        9. Exercise of Option.


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               (a) Procedure for Exercise; Rights as a Shareholder. Any Option
granted hereunder shall be exercisable at such times and under such conditions
as determined by the Administrator, including performance criteria with respect
to the Company and/or the Optionee, and as shall be permissible under the terms
of the Plan, but in the case of an Optionee who is not an officer, director or
consultant of the Company or of a Parent or Subsidiary of the Company, at the
rate of at least 20% per year over five (5) years from the date the Option is
granted.

                      An Option may not be exercised for a fraction of a Share.

                      An Option shall be deemed to be exercised when written
notice of such exercise has been given to the Company in accordance with the
terms of the Option by the person entitled to exercise the Option and full
payment for the Shares with respect to which the Option is exercised has been
received by the Company. Full payment may, as authorized by the Administrator,
consist of any consideration and method of payment allowable under Section 8(b)
hereof. Until the issuance (as evidenced by the appropriate entry on the books
of the Company or of a duly authorized transfer agent of the Company) of the
stock certificate evidencing such Shares, no right to vote, receive dividends or
any other rights as a shareholder shall exist with respect to the Optioned Stock
notwithstanding the exercise of the Option. The Company shall issue (or cause to
be issued) such stock certificate promptly upon exercise of the Option. The
Company shall comply with Section 260.140.1 of Title 10 of the California Code
of Regulations with respect to the voting rights of Common Stock. No adjustment
shall be made for a dividend or other right for which the record date is prior
to the date the stock certificate is issued, except as provided in Section 13
hereof.

                      Exercise of an Option in any manner shall result in a
decrease in the number of Shares which thereafter may be available, both for
purposes of the Plan and for sale under the Option, by the number of Shares as
to which the Option is exercised.

               (b) Termination of Employment or Consulting Relationship. Except
as otherwise set forth in this Section 9, in the event of termination of an
Optionee's Continuous Status as an Employee or Consultant, such Optionee may,
within a period of at least thirty (30) days as determined by the Administrator,
exercise his or her Option to the extent that the Optionee was entitled to
exercise it at the date of such termination. Such period in the case of an
Incentive Stock Option shall not exceed three (3) months after the date of such
termination. However, in no event shall such period extend later than the
expiration date of the term of such Option as set forth in the Award Agreement.
To the extent that the Optionee was not entitled to exercise the Option at the
date of such termination, or if the Optionee does not exercise such Option to
the extent so entitled within the time specified herein, the Option shall
terminate. However, the preceding provisions of this paragraph will not apply in
the event of an Optionee's change of status from Employee to Consultant (in
which case an Employee's Incentive Stock Option shall automatically convert to a
Nonstatutory Stock Option on the date three (3) months and one day following
such change of status) or from Consultant to Employee.

               (c) Termination for Cause. In the event of termination for Cause
of Optionee's Continuous Status as an Employee or Consultant, the Optionee's
Options shall expire on such Optionee's termination date, or at such later time
and on such conditions as determined by the Committee.


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               (d) Disability of Optionee. In the event of termination of an
Optionee's Continuous Status as an Employee or Consultant as a result of his or
her disability, the Optionee may, but only within twelve (12) months from the
date of such termination (and in no event later than the expiration date of the
term of such Option as set forth in the Award Agreement), exercise the Option to
the extent otherwise entitled to exercise it at the date of such termination. If
such disability is not a "disability" as such term is defined in Section
22(e)(3) of the Code, in the case of an Incentive Stock Option such Incentive
Stock Option shall automatically cease to be treated as an Incentive Stock
Option and shall be treated for tax purposes as a Nonstatutory Stock Option on
the day three months and one day following such termination. To the extent that
the Optionee was not entitled to exercise the Option at the date of termination,
or if the Optionee does not exercise such Option to the extent so entitled
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

               (e) Death of Optionee. In the event of the death of an Optionee,
the Option may be exercised at any time within twelve (12) months following the
date of death (but in no event later than the expiration of the term of such
Option as set forth in the Award Agreement) by the Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
but only to the extent that the Optionee was entitled to exercise the Option on
the date of death. If, at the time of death, the Optionee was not entitled to
exercise his or her entire Option, the Shares covered by the unexercisable
portion of the Option shall immediately revert to the Plan. If, after the
Optionee's death, the Optionee's estate or a person who acquires the right to
exercise the Option by bequest or inheritance does not exercise the Option
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

               (f) Buyout Provisions. The Administrator may at any time offer to
buy out for a payment in cash or Shares, an Option previously granted, based on
such terms and conditions as the Administrator shall establish and communicate
to the Optionee at the time that such offer is made.

        10. Non-Transferability of Options and Stock Purchase Rights. Options
and Stock Purchase Rights may not be sold, pledged, assigned, hypothecated,
transferred, or disposed of in any manner other than by will or by the laws of
descent or distribution and may be exercised, during the lifetime of the
Optionee, only by the Optionee.

        11. Stock Purchase Rights.

               (a) Rights to Purchase. Stock Purchase Rights may be issued
either alone, in addition to, or in tandem with other awards granted under the
Plan and/or cash awards made outside of the Plan. After the Administrator
determines that it will offer Stock Purchase Rights under the Plan, it shall
advise the offeree in writing of the terms, conditions and restrictions (not
inconsistent with Section 25102(o) of the California Corporations Code) related
to the offer, including the number of Shares that such person shall be entitled
to purchase, the price to be paid, and the time within which such person must
accept such offer, which shall in no event exceed thirty (30) days from the date
upon which the Administrator makes the determination to grant the Stock Purchase
Right. The offer shall be accepted by execution of a Restricted Stock


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purchase agreement in the form determined by the Administrator. Shares purchased
pursuant to the grant of a Stock Purchase Right shall be referred to herein as
"Restricted Stock. "

               (b) Purchase Price. The purchase price of stock sold pursuant to
a Stock Purchase Right will be determined by the Administrator and will be at
least 85% of the Fair Market Value of the Shares on the date the Stock Purchase
Right is granted or at the time the purchase is consummated, except in the case
of an Optionee who owns stock representing more than ten percent (10%) of the
voting power of all classes of stock of the company or any Parent or Subsidiary,
in which case the purchase price will be 100% of the Fair Market Value on the
date the Stock Purchase Right is granted or at the time the purchase is
consummated. Payment of the purchase price may be made in accordance with
Section 8(b) of this Plan.

               (c) Other Provisions. The Restricted Stock purchase agreement
shall contain such other terms, provisions and conditions not inconsistent with
the Plan or Section 25102(o) of the California Corporations Code as may be
determined by the Administrator in its sole discretion. In addition, the
provisions of Restricted Stock purchase agreements need not be the same with
respect to each purchaser.

               (d) Rights as a Shareholder. Once the Stock Purchase Right is
exercised, the purchaser shall have rights equivalent to those of a shareholder
and shall be a shareholder when his or her purchase is entered upon the records
of the duly authorized transfer agent of the Company. No adjustment shall be
made for a dividend or other right for which the record date is prior to the
date the Stock Purchase Right is exercised, except as provided in Section 13 of
the Plan. The Company shall comply with Section 260.140.1 of Title 10 of the
California Code of Regulations with respect to the voting rights of Common
Stock.

        12. Restrictions on Shares. At the discretion of the Administrator, the
Company may reserve to itself and/or its assignee(s) in the Award Agreement (a)
a right of first refusal to purchase all Shares that an Optionee (or a
subsequent transferee) may propose to transfer to a third party, unless
otherwise not permitted by Section 25102(o) of the California Corporations Code,
provided, that such right of first refusal terminates when the Company's
securities become publicly traded and/or (b) a right to repurchase Unvested
Shares held by an Optionee for cash and/or cancellation of purchase money
indebtedness following such Optionee's termination at any time within the later
of ninety (90) days after Optionee's termination date and the date the Optionee
purchases the Shares, at the Optionee's exercise price or purchase price, as the
case may be, provided, that, unless the Optionee is an officer, director or
consultant of the Company or of a Parent or Subsidiary of the Company, such
right of repurchase lapses at the rate of at least twenty percent (20%) per year
over five (5) years from: (A) the date of grant of the Option or (B) in the case
of Stock Purchase Rights, the date the Optionee purchases the Shares.

        13. Adjustments Upon Changes in Capitalization or Merger

               (a) Changes in Capitalization. Subject to any required action by
the shareholders of the Company, upon any increase or decrease in the number of
issued shares of Common Stock resulting from a stock split, reverse stock split,
stock dividend, combination, recapitalization or reclassification of the Common
Stock, or any other increase or decrease in the number of issued shares of
Common Stock effected without receipt of consideration by the


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Company, the following will be proportionately adjusted: (1) the number of
shares of Common Stock covered by each outstanding Option or Stock Purchase
Right, (2) the number of shares of Common Stock which have been authorized for
issuance under the Plan but as to which no Options or Stock Purchase Rights have
yet been granted or which have been returned to the Plan upon cancellation or
expiration of an Option or Stock Purchase Right or upon repurchase of Unvested
Shares, and (3) the price per share of Common Stock covered by each such
outstanding Option or Stock Purchase Right. The conversion of any convertible
securities of the Company shall not be deemed to have been "effected without
receipt of consideration." Such adjustment shall be made by the Board, whose
determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class, shall
affect, and no adjustment by reason thereof shall be made with respect to, the
number or price of shares of Common Stock subject to an Option or Stock Purchase
Right.

               (b) Dissolution or Liquidation. In the event of the proposed
dissolution or liquidation of the Company, the Administrator shall notify the
Optionee at least fifteen (15) days prior to such proposed action. To the extent
it has not been previously exercised, the Option or Stock Purchase Right shall
terminate immediately prior to the consummation of such proposed action.

               (c) Merger. In the event of a merger of the Company with or into
another corporation, each outstanding Option or Stock Purchase Right may be
assumed or an equivalent option or right may be substituted by such successor
corporation or a parent or subsidiary of such successor corporation. If, in such
event, an Option or Stock Purchase Right is not assumed or substituted, the
Option or Stock Purchase Right shall terminate as of the date of the closing of
the merger. For the purposes of this paragraph, the Option or Stock Purchase
Right shall be considered assumed if, following the merger, the Option or Stock
Purchase Right confers the right to purchase or receive, for each Share of
Optioned Stock subject to the Option or Stock Purchase Right immediately prior
to the merger, the consideration (whether stock, cash, or other securities or
property) received in the merger by holders of Common Stock for each Share held
on the effective date of the transaction (and if the holders are offered a
choice of consideration, the type of consideration chosen by the holders of a
majority of the outstanding Shares). If such consideration received in the
merger is not solely common stock of the successor corporation or its Parent,
the Administrator may, with the consent of the successor corporation, provide
for the consideration to be received upon the exercise of the Option or Stock
Purchase Right, for each Share of Optioned Stock subject to the Option or Stock
Purchase Right, to be solely common stock of the successor corporation or its
Parent equal in fair market value to the per share consideration received by
holders of Common Stock in the merger.

        14. Escrow; Pledge of Shares. To enforce any restrictions on a
Optionee's Shares, the Administrator may require the Optionee to deposit all
certificates representing Shares, together with stock powers or other
instruments of transfer approved by the Administrator, appropriately endorsed in
blank, with the Company or an agent designated by the Company to hold in escrow
until such restrictions have lapsed or terminated, and the Administrator may
cause a legend or legends referencing such restrictions to be placed on the
certificates. Any Optionee who is permitted to execute a promissory note as
partial or full consideration for the purchase of Shares under this Plan will be
required to pledge and deposit with the Company all or part of the Shares so
purchased as collateral to secure the payment of Optionee's obligation to the
Company under


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the promissory note; provided, however, that the Administrator may require or
accept other or additional forms of collateral to secure the payment of such
obligation and, in any event, the Company will have full recourse against the
Optionee under the promissory note. In connection with any pledge of the Shares,
Optionee will be required to execute and deliver a written pledge agreement in
such form as the Administrator will from time to time approve. The Shares
purchased with the promissory note may be released from the pledge on a pro rata
basis as the promissory note is paid.

        15. Time of Granting Options and Stock Purchase Rights. The date of
grant of an Option or Stock Purchase Right shall, for all purposes, be the date
on which the Administrator makes the determination granting such Option or Stock
Purchase Right, or such other date as is determined by the Administrator. Notice
of the determination shall be given to each Employee or Consultant to whom an
Option or Stock Purchase Right is so granted within a reasonable time after the
date of such grant.

        16. Amendment and Termination of the Plan.

               (a) Amendment and Termination. This Plan is intended to comply
with Section 25102(o) of the California Corporations Code. Any provision of the
Plan which is inconsistent with Section 25102(o) shall, without further act or
amendment by the Company or the Board, be reformed to comply with the
requirements of Section 25102(o). The Board may at any time amend, alter,
suspend or discontinue the Plan, but no amendment, alteration, suspension or
discontinuation shall be made which would impair the rights of any Optionee
under any grant theretofore made, without his or her consent. In addition, to
the extent necessary and desirable to comply with Section 422 of the Code (or
any other applicable law or regulation, including the requirements of the NASD
or an established stock exchange), the Company shall obtain shareholder approval
of any Plan amendment in such a manner and to such a degree as required.

               (b) Effect of Amendment or Termination. Any such amendment or
termination of the Plan shall not affect Options or Stock Purchase Rights
already granted, and such Options and Stock Purchase Rights shall remain in full
force and effect as if this Plan had not been amended or terminated, unless
mutually agreed otherwise between the Optionee and the Administrator, which
agreement must be in writing and signed by the Optionee and the Company.

        17. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option or Stock Purchase Right unless the
exercise of such Option or Stock Purchase Right and the issuance and delivery of
such Shares pursuant thereto shall comply with all relevant provisions of law,
including, without limitation, the Securities Act of 1933, as amended, the
Exchange Act, the rules and regulations promulgated thereunder, and the
requirements of any stock exchange upon which the Shares may then be listed, and
shall be further subject to the approval of counsel for the Company with respect
to such compliance.

               As a condition to the exercise of an Option or Stock Purchase
Right, the Company may require the person exercising such Option or Stock
Purchase Right to represent and warrant at the time of any such exercise that
the Shares are being purchased only for investment and without any present
intention to sell or distribute such Shares if, in the opinion of counsel for
the


                                       10
<PAGE>

Company, such a representation is required by any of the aforementioned relevant
provisions of law.

        18. Reservation of Shares. The Company, during the term of this Plan,
shall at all times reserve and keep available such number of Shares as shall be
sufficient to satisfy the requirements of the Plan

               The inability of the Company to obtain authority from any
regulatory body having jurisdiction, which authority is deemed by the Company's
counsel to be necessary to the lawful issuance and sale of any Shares hereunder,
shall relieve the Company of any liability in respect of the failure to issue or
sell such Shares as to which such requisite authority shall not have been
obtained.

        19. Agreements. Options and Stock Purchase Rights shall be evidenced by
written agreements in such form as the Administrator shall approve from time to
time.

        20. Shareholder Approval. This Plan shall be approved by the
shareholders of the Company (excluding Shares issued pursuant to this Plan)
within twelve (12) months before or after the date the Plan is adopted. Such
shareholder approval shall be obtained in the degree and manner required under
applicable state and federal law and the rules of any stock exchange upon which
the Common Stock is listed. Upon the effective date, the Board may grant Options
and Stock Purchase Rights pursuant to this Plan. In the event that shareholder
approval is not obtained within twelve (12) months before or after the date this
Plan is adopted by the Board, all Options and Stock Purchase Rights granted
hereunder will be canceled, any Shares issued pursuant to any Option or Stock
Purchase Right will be canceled and any purchase of Shares hereunder will be
rescinded.

        21. Information to Optionees and Purchasers. The Company shall provide
to each Optionee and to each individual who acquires Shares pursuant to the
Plan, not less frequently than annually during the period such Optionee or
purchaser has one or more Options or Stock Purchase Rights outstanding, and, in
the case of an individual who acquires Shares pursuant to the Plan, during the
period such individual owns such Shares, copies of annual financial statements.
The Company shall not be required to provide such statements to key employees
whose duties in connection with the Company assure their access to equivalent
information.

        22. Insider Trading Policy. Each Employee, Consultant and Director who
receives an Option or Stock Purchase Right shall comply with any policy, adopted
by the Company from time to time and in effect following the closing of the sale
of Common Stock in a public offering registered under the Securities Act of
1933, as amended, covering transactions in the Company's securities by
employees, officers and/or directors of the Company.



                                       12
<PAGE>

                              1996 FORMFACTOR, INC.

                                STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT


        Unless otherwise defined herein, the terms defined in the 1996
FormFactor, Inc. Stock Option Plan, as amended (the "PLAN") shall have the same
defined meanings in this Option Agreement.

I.      NOTICE OF STOCK OPTION GRANT

        ____________________________

        ____________________________

        ____________________________

        You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:

        Date of Grant                     __________________________________

        Vesting Commencement Date         __________________________________

        Exercise Price per Share          __________________________________

        Total Number of Shares Granted    __________________________________

        Total Exercise Price              $_________________________________

        Type of Option:                   ______  Incentive Stock Option

                                          ______  Nonstatutory Stock Option

        Term/Expiration Date:             __________________________________

<PAGE>

Vesting Schedule:

        This Option is immediately exercisable although the shares issued upon
exercise of the Option will be subject to the restrictions on transfer and
Repurchase Option set forth in this Option Agreement. This Option will vest in
accordance with the following schedule:

        The Option shall not vest during the first twelve months after the
Vesting Commencement Date. On the first anniversary of the Vesting Commencement
Date, provided the Optionee is a Consultant or Employee of the Company or any of
its Subsidiaries, the Option shall vest as to twenty five (25%) percent of the
shares covered by the Option.

        The remaining Shares subject to the Option shall then vest on a monthly
basis commencing one year after the Vesting Commencement Date in increments of
1/36th of the remaining Shares subject to the Option.

        In addition to the vesting provided herein, the Option and Shares
subject to the Option shall become vested and exercisable immediately prior to
the occurrence of a Non-Justifiable Termination (as defined below) occurring
during the period beginning on the date of consummation of a Change of Control
(as defined below) and ending twelve (12) months thereafter, as to an additional
number of Shares equal to the number of Shares that would have vested during the
twelve (12) months following the date of such Non-Justifiable Termination (which
accelerated vesting and exercisability is referred to herein as the "Change of
Control Vesting"). A "Change of Control" shall mean the occurrence of any of the
following events: (i) a merger, reorganization or consolidation of the Company
in which the stockholders of the Company immediately before such merger,
reorganization or consolidation own immediately after such merger,
reorganization or consolidation less than fifty percent (50%) of the outstanding
voting equity securities of the Company or entity surviving such merger,
reorganization or consolidation, or (ii) a sale or other transfer of all or
substantially all of the assets of the Company. "Non-Justifiable Termination"
means any termination by the Company, or any Parent or Subsidiary of the
Company, of Optionee's Continuous Status as an Employee or Consultant other than
for Cause (as defined below). "Cause" (for purposes of this paragraph only)
means (i) any willful participation by Optionee in acts of either material fraud
or material dishonesty against the Company or any Subsidiary or Parent of the
Company; (ii) any indictment or conviction of Optionee of any felony (excluding
drunk driving); (iii) any willful act of gross misconduct by Optionee which is
materially and demonstrably injurious to the Company or any Subsidiary or Parent
of the Company; or (iv) the death or disability of Optionee. Notwithstanding
anything to the contrary set forth in the Option Agreement, if a Change of
Control Vesting occurs by reason of a Non-Justifiable Termination, then the
Option may be exercised by Optionee up to, but no later than, 30 days after the
date of such Non-Justifiable Termination, but in any event no later than the
Term/Expiration Date.

        In the event of termination of the Optionee's Continuous Status as an
Employee or Consultant as a result of his or her death or "permanent and total
disability," as such term is defined in Section 22(e)(3) of the Code, then, in
addition to the vesting provided herein, the Option and Shares subject to the
Option shall become vested and exercisable as to an additional number of Shares
equal to the number of Shares that would have vested during the twelve (12)


                                       2
<PAGE>


months following the date of such termination; provided, however, such vested
Option must be exercised no later than twelve (12) months from the date of such
termination.

Termination Period:

        This Option may be exercised for 30 days after termination other than
for Cause (as defined under the Plan) of the Optionee's Continuous Status as an
Employee or Consultant, or such longer period as may be applicable upon death or
termination due to disability of Optionee as provided in the Plan. If the
Optionee's Continuous Status as an Employee or Consultant is terminated for
Cause, this Option shall terminate on the Optionee's termination date. In the
event of the Optionee's change in status from Employee to Consultant or
Consultant to Employee, this Option Agreement shall remain in effect (although
it may change from an Incentive Stock Option to a Nonstatutory Stock Option by
virtue thereof). In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.

II.     AGREEMENT

        1. Grant of Option. FormFactor, Inc., a Delaware corporation (the
"COMPANY"), hereby grants to the Optionee named in the Notice of Grant (the
"OPTIONEE"), an option (the "OPTION") to purchase the total number of shares of
Common Stock (the "SHARES") set forth in the Notice of Grant, at the exercise
price per share set forth in the Notice of Grant (the "EXERCISE PRICE") subject
to the terms, definitions and provisions of the 1996 FormFactor Stock Option
Plan (the "PLAN") adopted by the Company, which is incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.

        If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds
the $100,000 rule of Code Section 422(d), this Option shall be treated as a
Nonstatutory Stock Option ("NSO").

        2. Exercise of Option.

               (a) Right to Exercise. This Option is immediately exercisable
although the Shares issued upon exercise of the Option will be subject to the
restrictions on transfer and Repurchase Option set forth in this Option
agreement. Notwithstanding any provision in the Plan or this Option Agreement to
the contrary, Options for Unvested Shares will not be exercisable on or after an
Optionee's termination date. This Option shall vest during its term in
accordance with the Vesting Schedule set forth above in the Notice of Grant and
with the applicable provisions of the Plan and this Option Agreement. In the
event of Optionee's death, disability or other termination of the employment or
consulting relationship, this Option shall be exercisable in accordance with the
applicable provisions of the Plan and this Option Agreement.

               (b) Vesting of Options. Shares that are vested pursuant to the
schedule set forth in the Notice of Grant are "Vested Shares." Shares that are
not vested pursuant to the


                                       3
<PAGE>

schedule set forth in the Notice of Grant are "UNVESTED SHARES." Unvested Shares
may not be sold or otherwise transferred by the Optionee without the Company's
prior written consent.

               (c) Method of Exercise. This Option shall be exercisable by
written notice (in the form attached as Exhibit A) which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised, and such other representations and agreements as to
the Optionee's investment intent with respect to such shares of Common Stock as
may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Chief Financial Officer of the Company. The written
notice shall be accompanied by payment of the Exercise Price. This Option shall
be deemed to be exercised upon receipt by the Company of such written notice
accompanied by the Exercise Price.

               No Shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.

               (d) Optionee's Representations. In the event the Shares
purchasable pursuant to the exercise of this Option have not been registered
under the Securities Act of 1933, as amended, at the time this Option is
exercised, Optionee shall, if required by the Company, concurrently with the
exercise of all or any portion of this Option, deliver to the Company his or her
Investment Representation Statement in the form attached hereto as Exhibit B.

        3. Method of Payment. Payment of the Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Optionee:

               (a) cash;

               (b) check;

               (c) surrender of other shares of Common Stock of the Company
which (A) in the case of Shares acquired pursuant to the exercise of a Company
option, have been owned by the Optionee for more than six (6) months on the date
of surrender, and (B) have a Fair Market Value on the date of surrender equal to
the Exercise Price of the Shares as to which the Option is being exercised;

               (d) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the Exercise Price;

               (e) full recourse promissory note together with a security
agreement and other ancillary documents approved by the Company.


                                       4
<PAGE>

        4. Restrictions on Exercise. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations ("REGULATION G") as
promulgated by the Federal Reserve Board.

        5. Termination of Relationship. In the event an Optionee's Continuous
Status as an Employee or Consultant terminates, Optionee may, to the extent
otherwise so entitled at the date of such termination (the "TERMINATION DATE"),
exercise this Option during the Termination Period set out in the Notice of
Grant. To the extent that Optionee was not entitled to exercise this Option at
the date of such termination, or if Optionee does not exercise this Option
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

        6. Disability of Optionee. Notwithstanding the provisions of Section 5
above, in the event of termination of an Optionee's Continuous Status as an
Employee or Consultant as a result of his or her disability, Optionee may, but
only within twelve (12) months from the date of such termination (and in no
event later than the expiration date of the term of such Option as set forth in
the Option Agreement), exercise the Option to the extent otherwise entitled to
exercise it at the date of such termination; provided, however, that if such
disability is not a "disability" as such term is defined in Section 22(e)(3) of
the Code, in the case of an ISO such ISO shall cease to be treated as an ISO and
shall be treated for tax purposes as a NSO on the day three months and one day
following such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such Option to the extent so entitled within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.

        7. Death of Optionee. Notwithstanding the provisions of Section 5 above,
in the event of termination of Optionee's Continuous Status as an Employee or
Consultant as a result of the death of Optionee, the Option may be exercised at
any time within twelve (12) months following the date of death (but in no event
later than the date of expiration of the term of this Option as set forth in
Section 12 below), by Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent the
Optionee could exercise the Option at the date of death. To the extent that the
Optionee was not entitled to exercise the Option at the date of death, or if the
Option is not exercised within the time period specified herein, the Option
shall terminate and the Shares covered by such Option shall revert to the Plan.

        8. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

        9. Company's Repurchase Option for Unvested Shares. The Company, or its
assignee, shall have the option to repurchase Optionee's Unvested Shares on the
terms and conditions set forth in this Section (the "REPURCHASE OPTION") if
Optionee's Continuous Status


                                       5
<PAGE>

as an Employee or Consultant terminates for any reason, or no reason, including
without limitation Optionee's death, disability, voluntary resignation or
termination by the Company with or without Cause. Notwithstanding the foregoing,
the Company shall retain the Repurchase Option for Unvested Shares only as to
that number of Unvested Shares (whether or not exercised) that exceeds the
number of shares which remain exercisable.

               (a) Termination and Termination Date. In case of any dispute as
to whether Optionee's Continuous Status as an Employee or Consultant terminates,
the Administrator shall have discretion to determine whether Optionee has
terminated and the effective date of such termination (the "TERMINATION DATE").

               (b) Exercise of Repurchase Option. At any time within ninety (90)
days after the later of the Optionee's Termination Date and the date the
Optionee purchases the Shares, the Company, or its assignee, may elect to
repurchase the Optionee's Unvested Shares by giving Optionee written notice of
exercise of the Repurchase Option.

               (c) Calculation of Repurchase Price for Unvested Shares. The
Company or its assignee shall have the option to repurchase from Optionee (or
from Optionee's personal representative as the case may be) the Unvested Shares
at the Optionee's Exercise Price, proportionately adjusted for any stock split
or similar change in the capital structure of the Company as set forth in
Section 13 of the Plan.

               (d) Payment of Repurchase Price. The repurchase price shall be
payable, at the option of the Company or its assignee, by check or by
cancellation of all or a portion of any outstanding indebtedness of Optionee to
the Company or such assignee, or by any combination thereof. The repurchase
price shall be paid without interest within sixty (60) days after exercise of
the Repurchase Option.

               (e) Right of Termination Unaffected. Nothing in this Agreement
shall be construed to limit or otherwise affect in any manner whatsoever the
right or power of the Company (or any Parent or Subsidiary of the Company) to
terminate Optionee's employment or other relationship with Company (or the
Parent or Subsidiary of the Company) at any time, for any reason or no reason,
with or without Cause.

        10. Company's Right of First Refusal. Unvested Shares may not be sold or
otherwise transferred by Optionee without the Company's prior written consent.
Before any Vested Shares held by Participant or any transferee of such Vested
Shares (either being sometimes referred to herein as the "HOLDER") may be sold
or otherwise transferred (including without limitation a transfer by gift or
operation of law), the Company and/or its assignee(s) shall have an assignable
right of first refusal to purchase the Vested Shares to be sold or transferred
(the "OFFERED SHARES") on the terms and conditions set forth in this Section
(the "RIGHT OF FIRST REFUSAL").

             (a) Notice of Proposed Transfer. The Holder of the Offered Shares
shall deliver to the Company a written notice (the "NOTICE") stating: (i) the
Holder's bona fide intention to sell or otherwise transfer the Offered Shares;
(ii) the name of each proposed bona fide purchaser or other transferee
("PROPOSED TRANSFEREE"); (iii) the number of Offered Shares to be transferred


                                       6
<PAGE>

to each Proposed Transferee; (iv) the bona fide cash price or other
consideration for which the Holder proposes to transfer the Offered Shares (the
"OFFERED PRICE"); and (v) that the Holder will offer to sell the Offered Shares
to the Company and/or its assignee(s) at the Offered Price as provided in this
Section.

             (b) Exercise of Right of First Refusal. At any time within thirty
(30) days after the date of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase all (or, with the
consent of the Holder, less than all) of the Offered Shares proposed to be
transferred to any one or more of the Proposed Transferees named in the Notice,
at the purchase price determined as specified below.

             (c) Purchase Price. The purchase price for the Offered Shares
purchased under this Section will be the Offered Price. If the Offered Price
includes consideration other than cash, then the cash equivalent value of the
non-cash consideration shall conclusively be deemed to be the value of such
non-cash consideration as determined in good faith by the Company's Board of
Directors.

             (d) Payment. Payment of the purchase price for Offered Shares will
be payable, at the option of the Company and/or its assignee(s) (as applicable),
by check or by cancellation of all or a portion of any outstanding indebtedness
of the Holder to the Company (or to such assignee, in the case of a purchase of
Offered Shares by such assignee) or by any combination thereof. The purchase
price will be paid without interest within sixty (60) days after the Company's
receipt of the Notice, or, at the option of the Company and/or its assignee(s),
in the manner and at the time(s) set forth in the Notice.

             (e) Holder's Right to Transfer. If all of the Offered Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section,
then the Holder may sell or otherwise transfer such Offered Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that
such sale or other transfer is consummated within 120 days after the date of the
Notice, and provided further, that (i) any such sale or other transfer is
effected in compliance with all applicable securities laws and (ii) the Proposed
Transferee agrees in writing that the provisions of this Section will continue
to apply to the Offered Shares in the hands of such Proposed Transferee. If the
Offered Shares described in the Notice are not transferred to the Proposed
Transferee within such 120 day period, then a new Notice must be given to the
Company, and the Company will again be offered the Right of First Refusal before
any Shares held by the Holder may be sold or otherwise transferred.

               (f) Exempt Transfers. Notwithstanding anything to the contrary in
this Section, the following transfers of Vested Shares will be exempt from the
Right of First Refusal: (i) the transfer of any or all of the Vested Shares
during Optionee's lifetime by gift or on Optionee's death by will or intestacy
to Optionee's "IMMEDIATE FAMILY" (as defined below) or to a trust for the
benefit of Optionee or Optionee's immediate family, provided that each
transferee or other recipient agrees in a writing satisfactory to the Company
that the provisions of this Section will continue to apply to the transferred
Vested Shares in the hands of such transferee or other recipient; (ii) any
transfer of Vested Shares made pursuant to a statutory merger or statutory


                                       7
<PAGE>

consolidation of the Company with or into another corporation or corporations
(except that the Right of First Refusal and Repurchase Option will continue to
apply thereafter to such Vested Shares, in which case the surviving corporation
of such merger or consolidation shall succeed to the rights of the Company under
this Section unless the agreement of merger or consolidation expressly otherwise
provides); or (iii) any transfer of Vested Shares pursuant to the winding up and
dissolution of the Company. As used herein, the term "IMMEDIATE FAMILY" will
mean Optionee's spouse, the lineal descendant or antecedent, father, mother,
brother or sister, adopted child or grandchild of the Optionee or the Optionee's
spouse, or the spouse of any child, adopted child, grandchild or adopted
grandchild of Optionee or the Optionee's spouse.

               (g) Termination of Right of First Refusal. The Company's Right of
First Refusal will terminate when the Company's securities become publicly
traded.

        11. Term of Option. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.

        12. Tax Consequences. Set forth below is a brief summary as of January
1, 1998 of some of the federal and applicable state tax consequences of exercise
of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.

               (a) Exercise of ISO. If this Option qualifies as an ISO, there
will be no regular federal income tax liability or applicable state income tax
liability upon the exercise of the Option, although the excess, if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise Price
will be treated as an adjustment to the alternative minimum tax ("AMT") for
federal tax purposes and may subject the Optionee to the AMT in the year of
exercise.

               (b) Exercise of ISO Following Disability. If the Optionee's
Continuous Status as an Employee or Consultant terminates as a result of
disability that is not a total and permanent disability as defined in Section
22(e)(3) of the Code, to the extent permitted on the date of termination, the
Optionee must exercise an ISO within three months of such termination for the
Shares received on exercise of the Option to receive preferential ISO tax
treatment.

               (c) Exercise of Nonstatutory Stock Option. There may be a regular
federal income tax liability and applicable state income tax liability upon the
exercise of a NSO. The Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess, if any, of
the Fair Market Value of the Shares on the date of exercise over the Exercise
Price. If Optionee is an Employee or a former Employee, the Company will be
required to withhold from Optionee's compensation or collect from Optionee and
pay to the applicable taxing authorities an amount in cash equal to a percentage
of this compensation income at the time of exercise, and may refuse to honor the
exercise. The Company refuse to deliver Shares if such withholding amounts are
not delivered at the time of exercise.


                                       8
<PAGE>

               (d) Disposition of Shares. The following tax consequences may
apply upon disposition of the Shares.

                      i. Incentive Stock Options. If the Shares are held for
more than twelve (12) months after the date of the transfer of the Shares
pursuant to the exercise of an ISO and are disposed of more than two (2) years
after the Date of Grant set forth in the Notice of Grant, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
and California income tax purposes. The maximum federal capital long-term gain
tax rate is twenty percent (20%). If there is a "DISQUALIFYING DISPOSITION"
because Shares purchased under an ISO are disposed of within the later of one
(1) year after the date of exercise or two (2) years from the Date of Grant, any
gain realized on such disposition will be treated as compensation income
(taxable at ordinary income rates) to the extent of the excess, if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise Price
and any amount resulting from the disposition that is greater than the Fair
Market Value of the Shares on the date of exercise is taxed as capital gain.

                      ii. Nonstatutory Stock Options. If the Shares are held for
more than twelve (12) months after the date of the transfer of the Shares
pursuant to the exercise of an NSO, any gain realized on disposition of the
Shares will be treated as long-term capital gain.

               (e) Notice of Disqualifying Disposition of ISO Shares. If the
Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (i) the date two years after the Date of Grant or (ii) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of the disqualifying disposition. Optionee agrees that
Optionee may be subject to income tax withholding by the Company on the
compensation income recognized by the Optionee.

               (f) Section 83(b) Election for Unvested Shares Purchased Pursuant
to Nonstatutory Stock Options. With respect to the exercise of an NSO for
Unvested Shares, an election may be filed by the Optionee with the Internal
Revenue Service and, if necessary, the proper state taxing authorities, within
30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the
Code (and similar state tax provisions if applicable) to be taxed currently on
any difference between the purchase price of the Shares and their Fair Market
Value on the date of purchase. This will result in a recognition of taxable
income to the Optionee on the date of exercise, measured by the excess, if any,
of the fair market value of the Shares, at the time the Option is exercised over
the purchase price for the Shares. Absent such an election, taxable income will
be measured and recognized by Optionee at the time or times on which the
Company's Repurchase Option lapses. Optionee is strongly encouraged to seek the
advice of his or her own tax consultants in connection with the purchase of the
Shares and the advisability of filing of the Election under Section 83(b) and
similar tax provisions. A form of Election under Section 83(b) is attached
hereto as Exhibit D for reference.

               (g) Section 83(b) Election for Unvested Shares Purchased Pursuant
to Incentive Stock Options. With respect to the exercise of an ISO for Unvested
Shares, an election may be filed by the Optionee with the Internal Revenue
Service and, if necessary, the proper state


                                       9
<PAGE>

taxing authorities, within 30 days of the purchase of the Shares, electing
pursuant to Section 83(b) of the Code (and similar state tax provisions if
applicable) to be taxed currently on any difference between the purchase price
of the Shares and their Fair Market Value on the date of purchase for AMT
purposes. This will result in a recognition of income to the Optionee on the
date of exercise, for AMT purposes, measured by the excess, if any, of the fair
market value of the Shares, at the time the option is exercised, over the
purchase price for the Shares. Absent such an election, alternative minimum
taxable income will be measured and recognized by Optionee at the time or times
on which the Company's Repurchase Option lapses. Optionee is strongly encouraged
to seek the advice of his or her tax consultants in connection with the purchase
of the Shares and the advisability of filing of the Election under Section 83(b)
and similar tax provisions. A form of Election under Section 83(b) for AMT
purposes is attached hereto as Exhibit D for reference.

        13. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by California law except for that body of
law pertaining to conflict of laws.

                                        FormFactor, Inc.,
                                        a Delaware corporation


                                        By:
                                            -----------------------------------
                                            Igor Y. Khandros, President and CEO


       [COMPANY SIGNATURE PAGE TO FORMFACTOR, INC. STOCK OPTION AGREEMENT]


                                       10
<PAGE>

        OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT
CAUSE.

        Optionee acknowledges receipt of a copy of the Plan and represents that
he is familiar with the terms and provisions thereof, and hereby accepts this
Option subject to all of the terms and provisions thereof. Optionee has reviewed
the Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan or this Option. Optionee further agrees to
notify the Company upon any change in the residence address indicated below.

Dated: ___________________, 200__       ________________________________________


                                        Residence Address:

                                        ________________________________________

                                        ________________________________________


      [OPTIONEE SIGNATURE PAGE TO FORMFACTOR, INC. STOCK OPTION AGREEMENT]


                                       11
<PAGE>

                              1996 FORMFACTOR, INC.

                                STOCK OPTION PLAN

                             STOCK OPTION AGREEMENT


        Unless otherwise defined herein, the terms defined in the 1996
FormFactor, Inc. Stock Option Plan, as amended (the "PLAN") shall have the same
defined meanings in this Option Agreement.

I.      NOTICE OF STOCK OPTION GRANT

        ____________________________

        ____________________________

        ____________________________

        You have been granted an option to purchase Common Stock of the Company,
subject to the terms and conditions of the Plan and this Option Agreement, as
follows:

        Date of Grant                     ____________________________________

        Vesting Commencement Date         ____________________________________

        Exercise Price per Share          ____________________________________

        Total Number of Shares Granted    ____________________________________

        Total Exercise Price              $___________________________________

        Type of Option:                     X     Incentive Stock Option

                                          ______  Nonstatutory Stock Option

        Term/Expiration Date:             ____________________________________



<PAGE>

Vesting Schedule:

        This Option is exercisable six months from the Date of Grant although
the shares issued upon exercise of the Option will be subject to the
restrictions on transfer and Repurchase Option set forth in this Option
Agreement. This Option will vest in accordance with the following schedule:

        The Option shall not vest during the first twelve months after the
Vesting Commencement Date. On the first anniversary of the Vesting Commencement
Date, provided the Optionee is a Consultant or Employee of the Company or any of
its Subsidiaries, the Option shall vest as to twenty five (25%) percent of the
shares covered by the Option.

        The remaining Shares subject to the Option shall then vest on a monthly
basis commencing one year after the Vesting Commencement Date in increments of
1/36th of the remaining Shares subject to the Option.

        In addition to the vesting provided herein, the Option and Shares
subject to the Option shall become vested and exercisable immediately prior to
the occurrence of a Non-Justifiable Termination (as defined below) occurring
during the period beginning on the date of consummation of a Change of Control
(as defined below) and ending twelve (12) months thereafter, as to an additional
number of Shares equal to the number of Shares that would have vested during the
twelve (12) months following the date of such Non-Justifiable Termination (which
accelerated vesting and exercisability is referred to herein as the "Change of
Control Vesting"). A "Change of Control" shall mean the occurrence of any of the
following events: (i) a merger, reorganization or consolidation of the Company
in which the stockholders of the Company immediately before such merger,
reorganization or consolidation own immediately after such merger,
reorganization or consolidation less than fifty percent (50%) of the outstanding
voting equity securities of the Company or entity surviving such merger,
reorganization or consolidation, or (ii) a sale or other transfer of all or
substantially all of the assets of the Company. "Non-Justifiable Termination"
means any termination by the Company, or any Parent or Subsidiary of the
Company, of Optionee's Continuous Status as an Employee or Consultant other than
for Cause (as defined below). "Cause" (for purposes of this paragraph only)
means (i) any willful participation by Optionee in acts of either material fraud
or material dishonesty against the Company or any Subsidiary or Parent of the
Company; (ii) any indictment or conviction of Optionee of any felony (excluding
drunk driving); (iii) any willful act of gross misconduct by Optionee which is
materially and demonstrably injurious to the Company or any Subsidiary or Parent
of the Company; or (iv) the death or disability of Optionee. Notwithstanding
anything to the contrary set forth in the Option Agreement, if a Change of
Control Vesting occurs by reason of a Non-Justifiable Termination, then the
Option may be exercised by Optionee up to, but no later than, 30 days after the
date of such Non-Justifiable Termination, but in any event no later than the
Term/Expiration Date.

        In the event of termination of the Optionee's Continuous Status as an
Employee or Consultant as a result of his or her death or "permanent and total
disability," as such term is defined in Section 22(e)(3) of the Code, then, in
addition to the vesting provided herein, the Option and Shares subject to the
Option shall become vested and exercisable as to an additional


                                       2
<PAGE>

number of Shares equal to the number of Shares that would have vested during the
twelve (12) months following the date of such termination; provided, however,
such vested Option must be exercised no later than twelve (12) months from the
date of such termination.

Termination Period:

        This Option may be exercised for 30 days after termination other than
for Cause (as defined under the Plan) of the Optionee's Continuous Status as an
Employee or Consultant, or such longer period as may be applicable upon death or
termination due to disability of Optionee as provided in the Plan. If the
Optionee's Continuous Status as an Employee or Consultant is terminated for
Cause, this Option shall terminate on the Optionee's termination date. In the
event of the Optionee's change in status from Employee to Consultant or
Consultant to Employee, this Option Agreement shall remain in effect (although
it may change from an Incentive Stock Option to a Nonstatutory Stock Option by
virtue thereof). In no event shall this Option be exercised later than the
Term/Expiration Date as provided above.

II.     AGREEMENT

        1. Grant of Option. FormFactor, Inc., a Delaware corporation (the
"COMPANY"), hereby grants to the Optionee named in the Notice of Grant (the
"OPTIONEE"), an option (the "OPTION") to purchase the total number of shares of
Common Stock (the "SHARES") set forth in the Notice of Grant, at the exercise
price per share set forth in the Notice of Grant (the "EXERCISE PRICE") subject
to the terms, definitions and provisions of the 1996 FormFactor Stock Option
Plan (the "PLAN") adopted by the Company, which is incorporated herein by
reference. Unless otherwise defined herein, the terms defined in the Plan shall
have the same defined meanings in this Option Agreement.

        If designated in the Notice of Grant as an Incentive Stock Option
("ISO"), this Option is intended to qualify as an Incentive Stock Option as
defined in Section 422 of the Code. Nevertheless, to the extent that it exceeds
the $100,000 rule of Code Section 422(d), this Option shall be treated as a
Nonstatutory Stock Option ("NSO").

        2. Exercise of Option.

               (a) Right to Exercise. This Option is exercisable six months from
the Date of Grant although the Shares issued upon exercise of the Option will be
subject to the restrictions on transfer and Repurchase Option set forth in this
Option agreement. Notwithstanding any provision in the Plan or this Option
Agreement to the contrary, Options for Unvested Shares will not be exercisable
on or after an Optionee's termination date. This Option shall vest during its
term in accordance with the Vesting Schedule set forth above in the Notice of
Grant and with the applicable provisions of the Plan and this Option Agreement.
In the event of Optionee's death, disability or other termination of the
employment or consulting relationship, this Option shall be exercisable in
accordance with the applicable provisions of the Plan and this Option Agreement.

               (b) Vesting of Options. Shares that are vested pursuant to the
schedule set forth in the Notice of Grant are "Vested Shares." Shares that are
not vested pursuant to the


                                       3
<PAGE>

schedule set forth in the Notice of Grant are "UNVESTED SHARES." Unvested Shares
may not be sold or otherwise transferred by the Optionee without the Company's
prior written consent.

               (c) Method of Exercise. This Option shall be exercisable by
written notice (in the form attached as Exhibit A) which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised, and such other representations and agreements as to
the Optionee's investment intent with respect to such shares of Common Stock as
may be required by the Company pursuant to the provisions of the Plan. Such
written notice shall be signed by the Optionee and shall be delivered in person
or by certified mail to the Chief Financial Officer of the Company. The written
notice shall be accompanied by payment of the Exercise Price. This Option shall
be deemed to be exercised upon receipt by the Company of such written notice
accompanied by the Exercise Price.

               No Shares will be issued pursuant to the exercise of an Option
unless such issuance and such exercise shall comply with all relevant provisions
of law and the requirements of any stock exchange upon which the Shares may then
be listed. Assuming such compliance, for income tax purposes the Shares shall be
considered transferred to the Optionee on the date on which the Option is
exercised with respect to such Shares.

               (d) Optionee's Representations. In the event the Shares
purchasable pursuant to the exercise of this Option have not been registered
under the Securities Act of 1933, as amended, at the time this Option is
exercised, Optionee shall, if required by the Company, concurrently with the
exercise of all or any portion of this Option, deliver to the Company his or her
Investment Representation Statement in the form attached hereto as Exhibit B.

        3. Method of Payment. Payment of the Exercise Price shall be by any of
the following, or a combination thereof, at the election of the Optionee:

               (a) cash;

               (b) check;

               (c) surrender of other shares of Common Stock of the Company
which (A) in the case of Shares acquired pursuant to the exercise of a Company
option, have been owned by the Optionee for more than six (6) months on the date
of surrender, and (B) have a Fair Market Value on the date of surrender equal to
the Exercise Price of the Shares as to which the Option is being exercised;

               (d) delivery of a properly executed exercise notice together with
such other documentation as the Administrator and the broker, if applicable,
shall require to effect an exercise of the Option and delivery to the Company of
the sale or loan proceeds required to pay the Exercise Price.

        4. Restrictions on Exercise. This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation,


                                       4
<PAGE>

including any rule under Part 207 of Title 12 of the Code of Federal Regulations
("REGULATION G") as promulgated by the Federal Reserve Board.

        5. Termination of Relationship. In the event an Optionee's Continuous
Status as an Employee or Consultant terminates, Optionee may, to the extent
otherwise so entitled at the date of such termination (the "TERMINATION DATE"),
exercise this Option during the Termination Period set out in the Notice of
Grant. To the extent that Optionee was not entitled to exercise this Option at
the date of such termination, or if Optionee does not exercise this Option
within the time specified herein, the Option shall terminate, and the Shares
covered by such Option shall revert to the Plan.

        6. Disability of Optionee. Notwithstanding the provisions of Section 5
above, in the event of termination of an Optionee's Continuous Status as an
Employee or Consultant as a result of his or her disability, Optionee may, but
only within twelve (12) months from the date of such termination (and in no
event later than the expiration date of the term of such Option as set forth in
the Option Agreement), exercise the Option to the extent otherwise entitled to
exercise it at the date of such termination; provided, however, that if such
disability is not a "disability" as such term is defined in Section 22(e)(3) of
the Code, in the case of an ISO such ISO shall cease to be treated as an ISO and
shall be treated for tax purposes as a NSO on the day three months and one day
following such termination. To the extent that Optionee was not entitled to
exercise the Option at the date of termination, or if Optionee does not exercise
such Option to the extent so entitled within the time specified herein, the
Option shall terminate, and the Shares covered by such Option shall revert to
the Plan.

        7. Death of Optionee. Notwithstanding the provisions of Section 5 above,
in the event of termination of Optionee's Continuous Status as an Employee or
Consultant as a result of the death of Optionee, the Option may be exercised at
any time within twelve (12) months following the date of death (but in no event
later than the date of expiration of the term of this Option as set forth in
Section 12 below), by Optionee's estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, but only to the extent the
Optionee could exercise the Option at the date of death. To the extent that the
Optionee was not entitled to exercise the Option at the date of death, or if the
Option is not exercised within the time period specified herein, the Option
shall terminate and the Shares covered by such Option shall revert to the Plan.

        8. Non-Transferability of Option. This Option may not be transferred in
any manner otherwise than by will or by the laws of descent or distribution and
may be exercised during the lifetime of Optionee only by Optionee. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.

        9. Company's Repurchase Option for Unvested Shares. The Company, or its
assignee, shall have the option to repurchase Optionee's Unvested Shares on the
terms and conditions set forth in this Section (the "REPURCHASE OPTION") if
Optionee's Continuous Status as an Employee or Consultant terminates for any
reason, or no reason, including without limitation Optionee's death, disability,
voluntary resignation or termination by the Company with or without Cause.
Notwithstanding the foregoing, the Company shall retain the Repurchase


                                       5
<PAGE>

Option for Unvested Shares only as to that number of Unvested Shares (whether or
not exercised) that exceeds the number of shares which remain exercisable.

               (a) Termination and Termination Date. In case of any dispute as
to whether Optionee's Continuous Status as an Employee or Consultant terminates,
the Administrator shall have discretion to determine whether Optionee has
terminated and the effective date of such termination (the "TERMINATION DATE").

               (b) Exercise of Repurchase Option. At any time within ninety (90)
days after the later of the Optionee's Termination Date and the date the
Optionee purchases the Shares, the Company, or its assignee, may elect to
repurchase the Optionee's Unvested Shares by giving Optionee written notice of
exercise of the Repurchase Option.

               (c) Calculation of Repurchase Price for Unvested Shares. The
Company or its assignee shall have the option to repurchase from Optionee (or
from Optionee's personal representative as the case may be) the Unvested Shares
at the Optionee's Exercise Price, proportionately adjusted for any stock split
or similar change in the capital structure of the Company as set forth in
Section 13 of the Plan.

               (d) Payment of Repurchase Price. The repurchase price shall be
payable, at the option of the Company or its assignee, by check or by
cancellation of all or a portion of any outstanding indebtedness of Optionee to
the Company or such assignee, or by any combination thereof. The repurchase
price shall be paid without interest within sixty (60) days after exercise of
the Repurchase Option.

               (e) Right of Termination Unaffected. Nothing in this Agreement
shall be construed to limit or otherwise affect in any manner whatsoever the
right or power of the Company (or any Parent or Subsidiary of the Company) to
terminate Optionee's employment or other relationship with Company (or the
Parent or Subsidiary of the Company) at any time, for any reason or no reason,
with or without Cause.

        10. Company's Right of First Refusal. Unvested Shares may not be sold or
otherwise transferred by Optionee without the Company's prior written consent.
Before any Vested Shares held by Participant or any transferee of such Vested
Shares (either being sometimes referred to herein as the "HOLDER") may be sold
or otherwise transferred (including without limitation a transfer by gift or
operation of law), the Company and/or its assignee(s) shall have an assignable
right of first refusal to purchase the Vested Shares to be sold or transferred
(the "OFFERED SHARES") on the terms and conditions set forth in this Section
(the "RIGHT OF FIRST REFUSAL").

             (a) Notice of Proposed Transfer. The Holder of the Offered Shares
shall deliver to the Company a written notice (the "NOTICE") stating: (i) the
Holder's bona fide intention to sell or otherwise transfer the Offered Shares;
(ii) the name of each proposed bona fide purchaser or other transferee
("PROPOSED TRANSFEREE"); (iii) the number of Offered Shares to be transferred to
each Proposed Transferee; (iv) the bona fide cash price or other consideration
for which the Holder proposes to transfer the Offered Shares (the "OFFERED
PRICE"); and (v) that the Holder will


                                       6
<PAGE>

offer to sell the Offered Shares to the Company and/or its assignee(s) at the
Offered Price as provided in this Section.

             (b) Exercise of Right of First Refusal. At any time within thirty
(30) days after the date of the Notice, the Company and/or its assignee(s) may,
by giving written notice to the Holder, elect to purchase all (or, with the
consent of the Holder, less than all) of the Offered Shares proposed to be
transferred to any one or more of the Proposed Transferees named in the Notice,
at the purchase price determined as specified below.

             (c) Purchase Price. The purchase price for the Offered Shares
purchased under this Section will be the Offered Price. If the Offered Price
includes consideration other than cash, then the cash equivalent value of the
non-cash consideration shall conclusively be deemed to be the value of such
non-cash consideration as determined in good faith by the Company's Board of
Directors.

             (d) Payment. Payment of the purchase price for Offered Shares will
be payable, at the option of the Company and/or its assignee(s) (as applicable),
by check or by cancellation of all or a portion of any outstanding indebtedness
of the Holder to the Company (or to such assignee, in the case of a purchase of
Offered Shares by such assignee) or by any combination thereof. The purchase
price will be paid without interest within sixty (60) days after the Company's
receipt of the Notice, or, at the option of the Company and/or its assignee(s),
in the manner and at the time(s) set forth in the Notice.

             (e) Holder's Right to Transfer. If all of the Offered Shares
proposed in the Notice to be transferred to a given Proposed Transferee are not
purchased by the Company and/or its assignee(s) as provided in this Section,
then the Holder may sell or otherwise transfer such Offered Shares to that
Proposed Transferee at the Offered Price or at a higher price, provided that
such sale or other transfer is consummated within 120 days after the date of the
Notice, and provided further, that (i) any such sale or other transfer is
effected in compliance with all applicable securities laws and (ii) the Proposed
Transferee agrees in writing that the provisions of this Section will continue
to apply to the Offered Shares in the hands of such Proposed Transferee. If the
Offered Shares described in the Notice are not transferred to the Proposed
Transferee within such 120 day period, then a new Notice must be given to the
Company, and the Company will again be offered the Right of First Refusal before
any Shares held by the Holder may be sold or otherwise transferred.

               (f) Exempt Transfers. Notwithstanding anything to the contrary in
this Section, the following transfers of Vested Shares will be exempt from the
Right of First Refusal: (i) the transfer of any or all of the Vested Shares
during Optionee's lifetime by gift or on Optionee's death by will or intestacy
to Optionee's "IMMEDIATE FAMILY" (as defined below) or to a trust for the
benefit of Optionee or Optionee's immediate family, provided that each
transferee or other recipient agrees in a writing satisfactory to the Company
that the provisions of this Section will continue to apply to the transferred
Vested Shares in the hands of such transferee or other recipient; (ii) any
transfer of Vested Shares made pursuant to a statutory merger or statutory
consolidation of the Company with or into another corporation or corporations
(except that the Right of First Refusal and Repurchase Option will continue to
apply thereafter to such Vested


                                       7
<PAGE>

Shares, in which case the surviving corporation of such merger or consolidation
shall succeed to the rights of the Company under this Section unless the
agreement of merger or consolidation expressly otherwise provides); or (iii) any
transfer of Vested Shares pursuant to the winding up and dissolution of the
Company. As used herein, the term "IMMEDIATE FAMILY" will mean Optionee's
spouse, the lineal descendant or antecedent, father, mother, brother or sister,
adopted child or grandchild of the Optionee or the Optionee's spouse, or the
spouse of any child, adopted child, grandchild or adopted grandchild of Optionee
or the Optionee's spouse.

               (g) Termination of Right of First Refusal. The Company's Right of
First Refusal will terminate when the Company's securities become publicly
traded.

        11. Term of Option. This Option may be exercised only within the term
set out in the Notice of Grant, and may be exercised during such term only in
accordance with the Plan and the terms of this Option.

        12. Tax Consequences. Set forth below is a brief summary as of January
1, 1998 of some of the federal and applicable state tax consequences of exercise
of this Option and disposition of the Shares. THIS SUMMARY IS NECESSARILY
INCOMPLETE, AND THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.

               (a) Exercise of ISO. If this Option qualifies as an ISO, there
will be no regular federal income tax liability or applicable state income tax
liability upon the exercise of the Option, although the excess, if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise Price
will be treated as an adjustment to the alternative minimum tax ("AMT") for
federal tax purposes and may subject the Optionee to the AMT in the year of
exercise.

               (b) Exercise of ISO Following Disability. If the Optionee's
Continuous Status as an Employee or Consultant terminates as a result of
disability that is not a total and permanent disability as defined in Section
22(e)(3) of the Code, to the extent permitted on the date of termination, the
Optionee must exercise an ISO within three months of such termination for the
Shares received on exercise of the Option to receive preferential ISO tax
treatment.

               (c) Exercise of Nonstatutory Stock Option. There may be a regular
federal income tax liability and applicable state income tax liability upon the
exercise of a NSO. The Optionee will be treated as having received compensation
income (taxable at ordinary income tax rates) equal to the excess, if any, of
the Fair Market Value of the Shares on the date of exercise over the Exercise
Price. If Optionee is an Employee or a former Employee, the Company will be
required to withhold from Optionee's compensation or collect from Optionee and
pay to the applicable taxing authorities an amount in cash equal to a percentage
of this compensation income at the time of exercise, and may refuse to honor the
exercise. The Company refuse to deliver Shares if such withholding amounts are
not delivered at the time of exercise.


                                       8
<PAGE>

               (d) Disposition of Shares. The following tax consequences may
apply upon disposition of the Shares.

                      i. Incentive Stock Options. If the Shares are held for
more than twelve (12) months after the date of the transfer of the Shares
pursuant to the exercise of an ISO and are disposed of more than two (2) years
after the Date of Grant set forth in the Notice of Grant, any gain realized on
disposition of the Shares will be treated as long-term capital gain for federal
and California income tax purposes. The maximum federal capital long-term gain
tax rate is twenty percent (20%). If there is a "DISQUALIFYING DISPOSITION"
because Shares purchased under an ISO are disposed of within the later of one
(1) year after the date of exercise or two (2) years from the Date of Grant, any
gain realized on such disposition will be treated as compensation income
(taxable at ordinary income rates) to the extent of the excess, if any, of the
Fair Market Value of the Shares on the date of exercise over the Exercise Price
and any amount resulting from the disposition that is greater than the Fair
Market Value of the Shares on the date of exercise is taxed as capital gain.

                      ii. Nonstatutory Stock Options. If the Shares are held for
more than twelve (12) months after the date of the transfer of the Shares
pursuant to the exercise of an NSO, any gain realized on disposition of the
Shares will be treated as long-term capital gain.

               (e) Notice of Disqualifying Disposition of ISO Shares. If the
Option granted to Optionee herein is an ISO, and if Optionee sells or otherwise
disposes of any of the Shares acquired pursuant to the ISO on or before the
later of (i) the date two years after the Date of Grant or (ii) the date one
year after the date of exercise, the Optionee shall immediately notify the
Company in writing of the disqualifying disposition. Optionee agrees that
Optionee may be subject to income tax withholding by the Company on the
compensation income recognized by the Optionee.

               (f) Section 83(b) Election for Unvested Shares Purchased Pursuant
to Nonstatutory Stock Options. With respect to the exercise of an NSO for
Unvested Shares, an election may be filed by the Optionee with the Internal
Revenue Service and, if necessary, the proper state taxing authorities, within
30 days of the purchase of the Shares, electing pursuant to Section 83(b) of the
Code (and similar state tax provisions if applicable) to be taxed currently on
any difference between the purchase price of the Shares and their Fair Market
Value on the date of purchase. This will result in a recognition of taxable
income to the Optionee on the date of exercise, measured by the excess, if any,
of the fair market value of the Shares, at the time the Option is exercised over
the purchase price for the Shares. Absent such an election, taxable income will
be measured and recognized by Optionee at the time or times on which the
Company's Repurchase Option lapses. Optionee is strongly encouraged to seek the
advice of his or her own tax consultants in connection with the purchase of the
Shares and the advisability of filing of the Election under Section 83(b) and
similar tax provisions. A form of Election under Section 83(b) is attached
hereto as Exhibit D for reference.

               (g) Section 83(b) Election for Unvested Shares Purchased Pursuant
to Incentive Stock Options. With respect to the exercise of an ISO for Unvested
Shares, an election may be filed by the Optionee with the Internal Revenue
Service and, if necessary, the proper state


                                       9
<PAGE>

taxing authorities, within 30 days of the purchase of the Shares, electing
pursuant to Section 83(b) of the Code (and similar state tax provisions if
applicable) to be taxed currently on any difference between the purchase price
of the Shares and their Fair Market Value on the date of purchase for AMT
purposes. This will result in a recognition of income to the Optionee on the
date of exercise, for AMT purposes, measured by the excess, if any, of the fair
market value of the Shares, at the time the option is exercised, over the
purchase price for the Shares. Absent such an election, alternative minimum
taxable income will be measured and recognized by Optionee at the time or times
on which the Company's Repurchase Option lapses. Optionee is strongly encouraged
to seek the advice of his or her tax consultants in connection with the purchase
of the Shares and the advisability of filing of the Election under Section 83(b)
and similar tax provisions. A form of Election under Section 83(b) for AMT
purposes is attached hereto as Exhibit D for reference.

        13. Entire Agreement; Governing Law. The Plan is incorporated herein by
reference. The Plan and this Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and Optionee with
respect to the subject matter hereof, and may not be modified adversely to the
Optionee's interest except by means of a writing signed by the Company and
Optionee. This agreement is governed by California law except for that body of
law pertaining to conflict of laws.

                                        FormFactor, Inc.,
                                        a Delaware corporation


                                        By:
                                            -----------------------------------
                                            Igor Y. Khandros, President and CEO


       [COMPANY SIGNATURE PAGE TO FORMFACTOR, INC. STOCK OPTION AGREEMENT]


                                       10
<PAGE>

        OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF SHARES PURSUANT TO
THE OPTION HEREOF IS EARNED ONLY BY CONTINUING CONSULTANCY OR EMPLOYMENT AT THE
WILL OF THE COMPANY (NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED THIS
OPTION OR ACQUIRING SHARES HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES
THAT NOTHING IN THIS AGREEMENT, NOR IN THE COMPANY'S STOCK OPTION PLAN WHICH IS
INCORPORATED HEREIN BY REFERENCE, SHALL CONFER UPON OPTIONEE ANY RIGHT WITH
RESPECT TO CONTINUATION OF EMPLOYMENT OR CONSULTANCY BY THE COMPANY, NOR SHALL
IT INTERFERE IN ANY WAY WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S EMPLOYMENT OR CONSULTANCY AT ANY TIME, WITH OR WITHOUT
CAUSE.

        Optionee acknowledges receipt of a copy of the Plan and represents that
he is familiar with the terms and provisions thereof, and hereby accepts this
Option subject to all of the terms and provisions thereof. Optionee has reviewed
the Plan and this Option in their entirety, has had an opportunity to obtain the
advice of counsel prior to executing this Option and fully understands all
provisions of the Option. Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon
any questions arising under the Plan or this Option. Optionee further agrees to
notify the Company upon any change in the residence address indicated below.

Dated: ___________________, 200__       ______________________________________

                                        Residence Address:

                                        ______________________________________

                                        ______________________________________


      [OPTIONEE SIGNATURE PAGE TO FORMFACTOR, INC. STOCK OPTION AGREEMENT]



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