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                                                                   EXHIBIT 10.05


                                FORMFACTOR, INC.

                        MANAGEMENT INCENTIVE OPTION PLAN

              ADOPTED BY THE BOARD OF DIRECTORS ON AUGUST 17, 2000
 AS AMENDED BY THE BOARD OF DIRECTORS ON SEPTEMBER 18, 2000, NOVEMBER 16, 2000,
                      JANUARY 16, 2001 AND MARCH 14, 2002.

        1. Purposes of the Plan. The purposes of this Management Incentive
Option Plan are to retain the best available personnel for positions of
substantial responsibility, to provide additional incentive to Employees,
Consultants and Directors 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. This Plan is intended to be a written compensatory benefit plan for
management and other individuals who may receive grants hereunder pursuant to
Reg. D of the Securities Act of 1933 ("Act"), Section 4(2) of the Act or such
other exemption other than Rule 701 of the Act.

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

               (a) "Award Agreement" means the signed written agreement between
the Company and the Optionee setting forth the terms and conditions of the
Option, 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 the
Company or a Parent or Subsidiary of the Company, or (v) any other misconduct by
the Optionee

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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 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 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


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

               (r) "Optioned Stock" means the Common Stock subject to an Option.

               (s) "Optionee" means an Employee or Consultant who receives an
Option.

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

               (u) "Plan" means this Management Incentive Option Plan.

               (v) "Share" means a share of the Common Stock, as adjusted in
accordance with Section 12 below.

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

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

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

        3. Stock Subject to the Plan. Subject to the provisions of Section 12 of
the Plan, the maximum aggregate number of Shares reserved for issuance under the
Plan is 1,944,500 Shares. The Shares may be authorized but unissued Common
Stock.

               If an Option 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 an Option, shall
not be returned to the Plan and shall not become available for future


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distribution under the Plan, unless the Shares issued are Unvested Shares which
are repurchased by the Company pursuant to Section 11 hereof, in which case such
Shares shall be returned to the Plan and become available for future
distribution under the Plan.

        4. Administration of the Plan.

               (a) Administrator's Authority. 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 Employees to whom Options may from time
to time be granted hereunder;

                      (iii) to determine whether and to what extent Options are
granted hereunder;

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

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

                      (vi) to determine the terms and conditions of any Option
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;

                      (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
Options granted pursuant to the Plan.

               (b) 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.

        5. Eligibility.

               (a) Only individuals who are Employees, Consultants or Directors
may be granted Options hereunder. An Employee, Consultant or Director who has
been granted an Option may, if otherwise eligible, be granted additional
Options. If an Optionee terminates


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employment but continues to provide services as a Consultant or Director, the
Option shall continue subject to Section 9(b).

               (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 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 or its approval by the shareholders of the
Company, as described in Section 19 of the Plan. It shall continue in effect for
a term of ten (10) years from the effective date unless sooner terminated under
Section 15 of the Plan.

        7. Term of Option. The term of each Option shall be the term stated in
the Award 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.

               (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


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                             (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 may be less than 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 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 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.

               (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.

                   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. No


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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 12 hereof.

               (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.

               (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 Optionee had vested in such Option, pursuant to the vesting schedule
set forth in the Award Agreement, 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 had vested in such Option, pursuant to
the vesting schedule set forth in the Award Agreement, 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


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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. Transferability of Options. Options 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; provided however that
Nonstatutory Stock Options may be transferred by instrument to an inter vivos or
testamentary trust in which the options are to be passed to beneficiaries upon
the death of the trustor (settlor), or by gift to "immediate family" as that
term is defined in 17 C.F.R. 240.16a-1(e), and may not be made subject to
execution, attachment or similar process.

        11. 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, 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.

        12. 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 Company, the
following will be proportionately adjusted: (1) the number of shares of Common
Stock covered by each outstanding Option, (2) the number of shares of Common
Stock which have been authorized for issuance under the Plan but as to which no
Options have yet been granted or which have been returned to the Plan upon
cancellation or expiration of an Option or upon repurchase of Unvested Shares,
and (3) the price per share of Common Stock covered by each such outstanding
Option. 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.

               (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


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prior to such proposed action. To the extent it has not been previously
exercised, the Option 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 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 is not
assumed or substituted, the Option shall terminate as of the date of the closing
of the merger. For the purposes of this paragraph, the Option shall be
considered assumed if, following the merger, the Option confers the right to
purchase or receive, for each Share of Optioned Stock subject to the Option
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,
for each Share of Optioned Stock subject to the Option 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.

        13. 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 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.

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

        15. Amendment and Termination of the Plan.

               (a) Amendment and Termination. The Board may at any time amend,
alter, suspend or discontinue the Plan, but no amendment, alteration, suspension
or discontinuation


                                       9
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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 already granted, and such
Options 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.

        16. Conditions Upon Issuance of Shares. Shares shall not be issued
pursuant to the exercise of an Option unless the exercise of such Option 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, the Company may require
the person exercising such Option 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 Company, such a representation is required by any of
the aforementioned relevant provisions of law.

        17. 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.

        18. Agreements. Options shall be evidenced by written agreements in such
form as the Administrator shall approve from time to time.

        19. 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
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 granted hereunder will be canceled, any Shares issued
pursuant to any Option will be canceled and any purchase of Shares hereunder
will be rescinded.


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<PAGE>

        20. Insider Trading Policy. Each Employee, Consultant and Director who
receives an Option 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.



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<PAGE>

                                FORMFACTOR, INC.

                        MANAGEMENT INCENTIVE OPTION PLAN

                             STOCK OPTION AGREEMENT


        Unless otherwise defined herein, the terms defined in the FormFactor,
Inc. Management Incentive Option Plan (the "PLAN") shall have the same defined
meanings in this Stock 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:

        Provided the Optionee is a Consultant or Employee of the Company or any
of its Subsidiaries, the Option shall vest as to ________________________.

        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)
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


                                      -2-
<PAGE>

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 FormFactor, Inc. Management
Incentive 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 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


                                      -3-
<PAGE>

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) by tender of a full recourse promissory note having such
terms as may be approved by the Board or Committee and bearing interest at a
rate sufficient to avoid imputation of income under Sections 483 and 1274 of the
Code; provided, however, that Optionees who are not employees or directors of
the Company shall not be entitled to purchase Shares with a promissory note
unless the note is adequately secured by collateral other than the Shares;
provided, further, that the portion of the Exercise Price equal to the par value
of the Shares must be paid in cash or other legal consideration permitted by
Delaware General Corporation Law and

               (f) any other form of consideration permissible under the Plan
that is approved by the Board or Committee.


                                      -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 Notice of Grant), 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 the
Notice of Grant), 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


                                      -5-
<PAGE>

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 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 12 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


                                      -6-
<PAGE>

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
consolidation of the Company with or into another corporation or corporations
(except that the


                                      -7-
<PAGE>

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, 1999 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 may 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
Exercise Price over the Fair Market Value of the Shares on the later of (A) the
date of exercise or (B) the date of vesting 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.,


                                        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: ____________________, 20__       _____________________________________

                                        Residence Address:

                                        _____________________________________

                                        _____________________________________


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



                                      -11-