EXHIBIT 10.06

FORMFACTOR, INC.        2002 EQUITY INCENTIVE PLANAs Adopted April 18, 2002  As Amended February 9, 2006, May 18, 2006 and December 13,
2007

1.PURPOSE.    The purpose of this Plan is to provide incentives to attract, retain and
motivate eligible persons whose present and potential contributions are important to the success of the Company, its Parent and Subsidiaries, by offering them an opportunity to participate in the
Company's future performance through awards of Options, Restricted Stock and Restricted Stock Units. Capitalized terms not defined in the text are defined in Section 24.

2.SHARES SUBJECT TO THE PLAN.



3.ELIGIBILITY.    ISOs (as defined in Section 5 below) may be granted only to
employees (including officers and directors who are also employees) of the Company or of a Parent or Subsidiary of the Company. All other Awards may be granted to employees, officers, directors,
consultants, independent contractors and advisors of the Company or any Parent or Subsidiary of the Company;

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provided
such consultants, contractors and advisors render bona fide services not in connection with the offer and sale of securities in a capital-raising transaction. No person will be eligible to
receive more than 1,000,000 Shares in any calendar year under this Plan pursuant to the grant of Awards hereunder, other than new employees of the Company or of a Parent or Subsidiary of the Company
(including new employees who are also officers and directors of the Company or any Parent or Subsidiary of the Company), who are eligible to receive up to a maximum of 3,000,000 Shares in the calendar
year in which they commence their employment. A person may be granted more than one Award under this Plan.

4.ADMINISTRATION.





5.OPTIONS.    The Committee may grant Options to eligible persons and will determine
whether such Options will be Incentive Stock Options within the meaning of the Code ("ISO") or Nonqualified Stock Options
("NQSOs"), the number of Shares subject to the Option, the Exercise Price of the

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Option,
the period during which the Option may be exercised, and all other terms and conditions of the Option, subject to the following:



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6.PAYMENT FOR OPTION SHARES.    The entire Exercise Price of Shares issued upon exercise
of Options and automatic grants to Outside Directors pursuant to Section 9 shall be payable in cash at

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the
time when such Shares are purchased, except as follows and if so provided for in an applicable Stock Option Agreement:



In
the case of an ISO granted under the Plan, payment shall be made only pursuant to the express provisions of the applicable Stock Option Agreement. The Stock Option Agreement may specify that
payment may be made in any form(s) described in this Section 6. In the case of an NQSO granted under the Plan, the Committee may, in its discretion at any time, accept payment in any form(s)
described in this Section 6.

7.RESTRICTED STOCK AWARD.



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8.RESTRICTED STOCK UNITS.



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9.AUTOMATIC GRANTS TO OUTSIDE DIRECTORS.



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Notwithstanding
any provision to the contrary, in the event of a Corporate Transaction described in Section 18.1, the vesting of all options granted to Outside Directors pursuant to this
Section 9 will accelerate and such options will become exercisable in full prior to the consummation of such event at such times and on such conditions as the Committee determines, and must be
exercised, if at all, within three (3) months of the consummation of said event. Any options not exercised within such three-month period shall expire.



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10.WITHHOLDING TAXES.



11.TRANSFERABILITY.



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12.PRIVILEGES OF STOCK OWNERSHIP; RESTRICTIONS ON SHARES.



13.CERTIFICATES.    All certificates for Shares or other securities delivered under this
Plan will be subject to such stock transfer orders, legends and other restrictions as the Committee may deem necessary or advisable, including restrictions under any applicable federal, state or
foreign securities
law, or any rules, regulations and other requirements of the SEC or any stock exchange or automated quotation system upon which the Shares may be listed or quoted.

14.ESCROW; PLEDGE OF SHARES.    To enforce any restrictions on a Participant's Shares, the
Committee may require the Participant to deposit all certificates representing Shares, together with stock powers or other instruments of transfer approved by the Committee, 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 Committee may cause a legend or legends referencing such
restrictions to be placed on the certificates. Any Participant 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 Participant's obligation to the Company under the promissory note; provided,however, that the Committee 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 Participant under the promissory note notwithstanding any pledge of the Participant's Shares or
other collateral. In connection with any pledge of the Shares, Participant will be required to execute and deliver a written pledge agreement in such form as the Committee 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.EXCHANGE AND BUYOUT OF AWARDS.    The Committee may, at any time or from time to time,
authorize the Company, with the consent of the respective Participants, to issue new Awards in exchange for the surrender and cancellation of any or all outstanding Awards. The Committee may at any
time buy from a Participant an Award previously granted with payment in cash, Shares (including Restricted Stock) or other consideration, based on such terms and conditions as the Committee and the
Participant may agree.

16.SECURITIES LAW AND OTHER REGULATORY COMPLIANCE.    An Award will not be effective
unless such Award is in compliance with all applicable federal and state securities laws, rules and regulations of any governmental body, and the requirements of any stock exchange or automated
quotation system upon which the Shares may then be listed or quoted, as they are in effect on the date of grant of the Award and also on the date of exercise or other issuance. Notwithstanding any
other provision in this Plan, the Company will have no obligation to issue or deliver certificates for Shares

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under
this Plan prior to: (a) obtaining any approvals from governmental agencies that the Company determines are necessary or advisable; and/or (b) completion of any registration or
other qualification of such Shares under any state or federal law or ruling of any governmental body that the Company determines to be necessary or advisable. The Company will be under no obligation
to register the Shares with the SEC or to effect compliance with the registration, qualification or listing requirements of any state securities laws, stock exchange or automated quotation system, and
the Company will have no liability for any inability or failure to do so.

17.NO OBLIGATION TO EMPLOY.    Nothing in this Plan or any Award granted under this Plan
will confer or be deemed to confer on any Participant any right to continue in the employ of, or to continue any other relationship with, the Company or any Parent or Subsidiary of the Company or
limit in any way the right of the Company or any Parent or Subsidiary of the Company to terminate Participant's employment or other relationship at any time, with or without cause.

18.CORPORATE TRANSACTIONS.



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19.ADOPTION AND STOCKHOLDER APPROVAL.    This Plan will become effective on the date on
which the registration statement filed by the Company with the SEC under the Securities Act registering the initial public offering of the Company's Common Stock is declared effective by the SEC (the
"Effective Date"). This Plan shall be approved by the stockholders of the Company (excluding Shares issued pursuant to this Plan), consistent with
applicable laws, within twelve (12) months before or after the date this Plan is adopted by the Board. Upon the Effective Date, the Committee may grant Awards pursuant to this Plan; provided,however, that: (a) no Option may be exercised prior to initial stockholder approval of
this Plan; (b) no Option granted pursuant to an increase in the number of Shares subject to this Plan approved by the Board will be exercised prior to the time such increase has been approved
by the stockholders of the Company; (c) in the event that initial stockholder approval is not obtained within the time period provided herein, all Awards granted hereunder shall be cancelled,
any Shares issued pursuant to any Awards shall be cancelled and any purchase of Shares issued hereunder shall be rescinded; and (d) in the event that stockholder approval of such increase is
not obtained within the time period provided herein, all Awards granted pursuant to such increase will be cancelled, any Shares issued pursuant to any Award granted pursuant to such increase will be
cancelled, and any purchase of Shares pursuant to such increase will be rescinded.

20.TERM OF PLAN/GOVERNING LAW.    Unless earlier terminated as provided herein, this Plan
will terminate ten (10) years from the date this Plan is adopted by the Board or, if earlier, the date of stockholder approval. This Plan and all agreements thereunder shall be governed by and
construed in accordance with the laws of the State of California.

21.AMENDMENT OR TERMINATION OF PLAN.    The Board may at any time terminate or amend this
Plan in any respect, including without limitation amendment of any form of Award Agreement or instrument to be executed pursuant to this Plan;provided, however, that the Board will not, without the approval of the stockholders of the Company, amend this Plan in any manner that requires such stockholder
approval.

22.NONEXCLUSIVITY OF THE PLAN.    Neither the adoption of this Plan by the Board, the
submission of this Plan to the stockholders of the Company for approval, nor any provision of this Plan will be construed as creating any limitations on the power of the Board to adopt such additional
compensation
arrangements as it may deem desirable, including, without limitation, the granting of stock options and bonuses otherwise than under this Plan, and such arrangements may be either generally applicable
or applicable only in specific cases.

23.INSIDER TRADING POLICY.    Each Participant and Outsider Director who receives an Award
shall comply with any policy, adopted by the Company from time to time covering transactions in the Company's securities by employees, officers and/or directors of the Company.

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24.DEFINITIONS.    As used in this Plan, the following terms will have the following
meanings:



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DIRECTOR INITIAL GRANT

NO.

FORMFACTOR, INC.
2002 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT

FormFactor, Inc.,
a Delaware corporation (the "COMPANY"), hereby grants an option (this "OPTION") to the Optionee named below ("OPTIONEE") as of the Date of Grant set forth below
(the "DATE OF GRANT") pursuant to the Company's 2002 Equity Incentive Plan (the "PLAN") and this Stock Option Agreement (this "AGREEMENT"), which includes the Terms and Conditions (the "TERMS AND
CONDITIONS") set forth on Exhibit A hereto. Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.

|OPTIONEE:                 |  |                                                                                              
|------------------------- |  | ---------------------------------------------------------------------------------------------
|SOCIAL SECURITY NUMBER:   |  |                                                                                              
|OPTIONEE'S ADDRESS:       |  |                                                                                              
|TOTAL OPTION SHARES:      |  |                                                                                              
|EXERCISE PRICE PER SHARE: |  |                                                                                              
|DATE OF GRANT:            |  |                                                                                              
|EXPIRATION DATE:          |  | (unless earlier terminated under Section 3 hereof or pursuant to Section 9 of the Plan)      
|START DATE:               |  |                                                                                              
|VESTING SCHEDULE:         |  | 1/12 of the Shares will vest on each monthly anniversary of the Start Date until 100% vested.
|TYPE OF STOCK OPTION:     |  | Nonqualified Stock Option                                                                    

The
Company has signed this Agreement effective as the Date of Grant and has caused it to be executed in duplicate by its duly authorized representative.

|FORMFACTOR, INC.     |  | 
|-------------------- |  | 
|By:                  |  | 
|(Please print name)  |  | 
|(Please print title) |  | 

Optionee
acknowledges receipt of this Agreement (including the Terms and Conditions), a copy of the Plan, attached hereto as Exhibit C, and the form of Exercise Agreement,
attached hereto as Exhibit B. Optionee has read and understands these documents and accepts this Option subject to all the terms and conditions of the Plan and this Agreement. Optionee has
executed this Agreement in duplicate as of the Date of Grant.

|OPTIONEE            |  | 
|------------------- |  | 
|(Signature)         |  | 
|(Please print name) |  | 

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DIRECTOR INITIAL GRANT

EXHIBIT A        STOCK OPTION AGREEMENT TERMS AND CONDITIONS

This
Option is subject to the following Terms and Conditions and the terms and conditions of the Plan, which are incorporated herein by reference. This Agreement, the Plan and the
Exercise Agreement constitute the entire agreement and understanding of the Company and the Optionee with respect to this Option and supersede all prior understandings and agreements with respect to
such subject matter. If there is any discrepancy, conflict or omission between this Agreement and the provisions of the Plan as interpreted by the Committee, the provisions of the Plan shall apply.

1.GRANT OF OPTION.    The Company hereby grants to Optionee this Option to purchase up to the total number of shares of Common
Stock of the Company (the "SHARES") at the Exercise Price Per Share (the "EXERCISE PRICE"), each as set forth on the first page of this Agreement, subject to the terms and conditions of this Agreement
and the Plan.

2.EXERCISE PERIOD.

2.1Vesting of Shares.    This Option is immediately exercisable, although the Shares issued upon exercise of this
Option will be subject to the restrictions on transfer and Repurchase Option set forth in this Agreement. Subject to the terms and conditions of the Plan and this Agreement, this Option shall vest as
set forth on the first page of this Agreement if Optionee has continuously served as a director and/or consultant of the Company. Shares that are vested pursuant to the schedule set forth on the first
page of this Agreement are "VESTED SHARES." Shares that are not vested pursuant to the schedule set forth on the first page of this Agreement are "UNVESTED Shares." Options for Unvested Shares will
not be exercisable on or after an Optionee's Termination Date. In the event of a Corporate Transaction (as defined in the Plan) the Shares shall vest and become exercisable upon the terms and
conditions of Section 9.5 of the Plan.

2.2Expiration.    This Option shall expire on the Expiration Date set forth on the first page of this Agreement
and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is earlier terminated in accordance with the provisions of Section 3 of this
Agreement or Section 9 of the Plan.

3.TERMINATION.    Except as provided below in this Section, this Option shall terminate and may not be exercised if Optionee
ceases to be either a member of the Board of Directors of the Company or a consultant to the Company ("BOARD MEMBER"). The date on which Optionee ceases to be a Board Member shall be referred to as
the "TERMINATION DATE."

3.1Termination for Any Reason Except Death or Disability.    If Optionee ceases to be a Board Member for any
reason except death or Disability (as such term is defined in the Plan), then this Option, to the extent (and only to the extent) that it is vested on the Termination Date in accordance with the
schedule set forth on the first page of this Agreement, may be exercised by Optionee during the three (3) months following the Termination Date, but in any event must be exercised no later than
the Expiration Date.

3.2Termination Because of Death or Disability.    If Optionee ceases to be a Board Member due to Optionee's death
or Disability (or dies within 3 months after a termination because of Disability), then this Option, to the extent (and only to the extent) that it is vested on the Termination Date in
accordance with the schedule set forth on the first page of this Agreement, may be exercised by Optionee (or Optionee's legal representative or authorized assignee) no later than twelve
(12) months following the Termination Date, but in any event must be exercised no later than the Expiration Date.

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FormFactor, Inc.
Stock Option Agreement
For Non-Employee Directors
2002 Equity Incentive Plan

3.3No Obligation or Right to Continue as Board Member.    Nothing in the Plan or this Agreement confers on
Optionee any right or obligation to continue as a Board Member or in any other relationship with the Company or any Parent or Subsidiary of the Company (or any
successor-in-interest to the Company).

4.MANNER OF EXERCISE.

4.1Stock Option Exercise Agreement.    To exercise this Option, Optionee (or in the case of exercise after
Optionee's death or Disability, Optionee's legal representative) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit B, or in such
other form as may be approved by the Committee from time to time (the "EXERCISE AGREEMENT"). If someone other than Optionee exercises this Option, then such person must submit documentation reasonably
acceptable to the Company that such person has the right to exercise this Option.

4.2Limitations on Exercise.    This Option may not be exercised (a) unless such exercise is in compliance
with all applicable federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's Common Stock may be listed at the time of such issuance and
(b) as to fewer than 100 Shares unless it is exercised as to all Shares as to which this Option is then exercisable. The Company is under no obligation to register or qualify the Shares with
the SEC, any state securities commission or any stock exchange to effect such compliance.

4.3Payment.    The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares
being purchased in cash (by check), or, where permitted by law, by any method set forth in the Exercise Agreement or any additional method approved by the Committee from time to time.

4.4Tax Withholding.    At the time of exercise, Optionee must pay or provide for any applicable federal or state
withholding obligations of the Company associated with the exercise of this Option. If the Committee permits at the time of exercise, Optionee may provide for payment of withholding taxes upon
exercise of this Option by requesting that the Company retain Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld, in which case, the Company shall issue the
net number of Shares to Optionee after deducting the Shares retained from the Shares issuable upon exercise.

5.COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES.    In the event Optionee ceases to be a Board Member for any reason, the
Company, or its assignee, shall have the option to repurchase Optionee's Unvested Shares (the "REPURCHASE OPTION") at any time within ninety (90) days after the later of Optionee's Termination
Date and the date Optionee purchases the Shares by giving Optionee written notice of its election to exercise the Repurchase Option. The Company or its assignee may repurchase from Optionee (or from
Optionee's legal representative, as the case may be) all or a portion of the Unvested Shares at 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 2.2 of the Plan, which repurchase price shall be paid, 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 the ninety
(90) day time period set forth above.

6.NONTRANSFERABILITY OF OPTION AND SHARES.    This Option may not be transferred in any manner other than under the terms and
conditions of the Plan or by will or by the laws of descent

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and
distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the legal representatives and authorized executors and assignees
of Optionee. Unvested Shares may not be sold or otherwise transferred without the Company's prior written consent.

7.TAX CONSEQUENCES.    Optionee should refer to the prospectus for the Plan for a description of the federal tax consequences of
exercising this Option, including the effects of filing an election under 83(b) of the Code in connection with the exercise of this Option for Unvested Shares, and disposing of the Shares. A copy of
the Prospectus is available at the Finance/Stock Administration page of the Company's internal website, or upon request from the Company's Stock Administrator at (925) 456-7334.

8.PRIVILEGES OF STOCK OWNERSHIP.    Optionee shall not have any of the rights of a stockholder with respect to any Shares until
the Shares are issued to Optionee.

9.NOTICES.    Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing
and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated on the first page of this Agreement or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been
given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after
deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile or email.

10.SUCCESSORS AND ASSIGNS.    The Company may assign any of its rights under this Agreement. This Agreement shall be binding
upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Optionee and Optionee's legal
representatives and authorized assignees.

11.GOVERNING LAW.    This Agreement shall be governed by and construed in accordance with the internal laws of the State of
California, without regard to that body of law pertaining to choice of law or conflicts of law.

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Stock Option Agreement No.

EXHIBIT B

FORMFACTOR, INC.
2002 EQUITY INCENTIVE PLAN (THE "PLAN")
STOCK OPTION EXERCISE AGREEMENT

I ("OPTIONEE") hereby elect to purchase the number of shares of Common Stock of FormFactor, Inc. (the "Company") indicated below:

|Optionee                       |  |                            
|------------------------------ |  | ---------------------------
|Social Security Number:        |  |                            
|Address:                       |  |                            
|Type of Option:                |  | o Incentive Stock Option   
|                               |  | o Nonqualified Stock Option
|Number of Shares Purchased:    |  |                            
|Purchase Price per Share:      |  |                            
|Aggregate Purchase Price:      |  |                            
|Date of Grant:                 |  |                            
|Exact Name of Title to Shares: |  |                            

1.      DELIVERY
OF PURCHASE PRICE. Optionee hereby delivers to the Company the Aggregate Purchase Price as follows (check as applicable and complete):

2.       UNDERTAKINGS.
Optionee acknowledges that any Unvested Shares remain subject to the Terms and Conditions of the Optionee's Stock Option Agreement. If Optionee is married,
the Spousal Consent, attached hereto as Exhibit 1, should be completed by Optionee's spouse and returned with this Agreement.

3        TAX
CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE SHARES. OPTIONEE
REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY
FOR ANY TAX ADVICE.

4.       ENTIRE
AGREEMENT. The Plan and the Stock Option Agreement are incorporated herein by reference. This Stock Option Exercise Agreement, the Plan and the Stock Option
Agreement constitute the entire agreement and understanding and supersede in their entirety all prior understandings and agreements of the Company and Optionee with respect to the subject matter
hereof, and are governed by California law except for that body of law pertaining to choice of law or conflicts of law.

|Date:                 |  |  | 
|--------------------- |  |  | 
|SIGNATURE OF OPTIONEE |  | 

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EXHIBIT 1        SPOUSAL CONSENT

I
have read the foregoing Stock Option Exercise Agreement (the "AGREEMENT") and I know its contents. I consent to and approve of the Agreement, and agree that the shares of the Common
Stock of FormFactor, Inc. purchased pursuant to the Agreement (the "SHARES") including any interest I may have in the Shares, are subject to all the provisions of the Agreement. I will take no
action at any time to hinder application of the Agreement to the Shares or to any interest I may have in the Shares.

|SIGNATURE OF OPTIONEE'S SPOUSE   |  | Date: | 
|-------------------------------- |  | ----- | 
|SPOUSE'S NAMETYPED OR PRINTED   |  |       | 
|OPTIONEE'S NAMETYPED OR PRINTED |  |       | 

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EXHIBIT C        FORMFACTOR, INC.        2002 EQUITY INCENTIVE PLAN

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DIRECTOR SUCCEEDING GRANT

NO.

FORMFACTOR, INC.
2002 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT

FormFactor, Inc.,
a Delaware corporation (the "COMPANY"), hereby grants an option (this "OPTION") to the Optionee named below ("OPTIONEE") as of the Date of Grant set forth below
(the "DATE OF GRANT") pursuant to the Company's 2002 Equity Incentive Plan (the "PLAN") and this Stock Option Agreement (this "AGREEMENT"), which includes the Terms and Conditions (the "TERMS AND
CONDITIONS") set forth on Exhibit A hereto. Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.

|OPTIONEE:                 |  |                                                                                                                                                                                                                                                                                                                          
|------------------------- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|SOCIAL SECURITY NUMBER:   |  |                                                                                                                                                                                                                                                                                                                          
|OPTIONEE'S ADDRESS:       |  |                                                                                                                                                                                                                                                                                                                          
|TOTAL OPTION SHARES:      |  |                                                                                                                                                                                                                                                                                                                          
|EXERCISE PRICE PER SHARE: |  |                                                                                                                                                                                                                                                                                                                          
|DATE OF GRANT:            |  |                                                                                                                                                                                                                                                                                                                          
|EXPIRATION DATE:          |  | (unless earlier terminated under Section 3 hereof or pursuant to Section 9 of the Plan)                                                                                                                                                                                                                                  
|START DATE:               |  |                                                                                                                                                                                                                                                                                                                          
|VESTING SCHEDULE:         |  | 1/12 of the Shares will vest on each monthly anniversary of the later of (a) the Start Date or (b) the date when all outstanding stock options and all outstanding shares issued upon exercise of any options granted to Optionee as an Outside
Director prior to the Date of Grant have fully vested, until 100% vested.
|TYPE OF STOCK OPTION:     |  | Nonqualified Stock Option                                                                                                                                                                                                                                                                                                

The
Company has signed this Agreement effective as the Date of Grant and has caused it to be executed in duplicate by its duly authorized representative.

|FORMFACTOR, INC.     |  | 
|-------------------- |  | 
|By:                  |  | 
|(Please print name)  |  | 
|(Please print title) |  | 

Optionee
acknowledges receipt of this Agreement (including the Terms and Conditions), a copy of the Plan, attached hereto as Exhibit C, and the form of Exercise Agreement,
attached hereto as Exhibit B. Optionee has read and understands these documents and accepts this Option subject to all the terms and conditions of the Plan and this Agreement. Optionee has
executed this Agreement in duplicate as of the Date of Grant.

|OPTIONEE            |  | 
|------------------- |  | 
|(Signature)         |  | 
|(Please print name) |  | 

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DIRECTOR SUCCEEDING GRANT

EXHIBIT A        STOCK OPTION AGREEMENT TERMS AND CONDITIONS

This
Option is subject to the following Terms and Conditions and the terms and conditions of the Plan, which are incorporated herein by reference. This Agreement, the Plan and the
Exercise Agreement constitute the entire agreement and understanding of the Company and the Optionee with respect to this Option and supersede all prior understandings and agreements with respect to
such subject matter. If there is any discrepancy, conflict or omission between this Agreement and the provisions of the Plan as interpreted by the Committee, the provisions of the Plan shall apply.

1.GRANT OF OPTION.    The Company hereby grants to Optionee this Option to purchase up to the total number of shares of Common
Stock of the Company (the "SHARES") at the Exercise Price Per Share (the "EXERCISE PRICE"), each as set forth on the first page of this Agreement, subject to the terms and conditions of this Agreement
and the Plan.

2.EXERCISE PERIOD.

2.1Vesting of Shares.    This Option is immediately exercisable, although the Shares issued upon exercise of this
Option will be subject to the restrictions on transfer and Repurchase Option set forth in this Agreement. Subject to the terms and conditions of the Plan and this Agreement, this Option shall vest as
set forth on the first page of this Agreement if Optionee has continuously served as a director and/or consultant of the Company. Shares that are vested pursuant to the schedule set forth on the first
page of this Agreement are "VESTED SHARES." Shares that are not vested pursuant to the schedule set forth on the first page of this Agreement are "UNVESTED SHARES." Options for Unvested Shares will
not be exercisable on or after an Optionee's Termination Date. In the event of a Corporate Transaction (as defined in the Plan) the Shares shall vest and become exercisable upon the terms and
conditions of Section 9.5 of the Plan.

2.2Expiration.    This Option shall expire on the Expiration Date set forth on the first page of this Agreement
and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is earlier terminated in accordance with the provisions of Section 3 of this
Agreement or Section 9 of the Plan.

3.TERMINATION.    Except as provided below in this Section, this Option shall terminate and may not be exercised if Optionee
ceases to be either a member of the Board of Directors of the Company or a consultant to the Company ("BOARD MEMBER"). The date on which Optionee ceases to be a Board Member shall be referred to as
the "TERMINATION DATE."

3.1Termination for Any Reason Except Death or Disability.    If Optionee ceases to be a Board Member for any
reason except death or Disability (as such term is defined in the Plan), then this Option, to the extent (and only to the extent) that it is vested on the Termination Date in accordance with the
schedule set forth on the first page of this Agreement, may be exercised by Optionee during the three (3) months following the Termination Date, but in any event must be exercised no later than
the Expiration Date.

3.2Termination Because of Death or Disability.    If Optionee ceases to be a Board Member due to Optionee's death
or Disability (or dies within 3 months after a termination because of Disability), then this Option, to the extent (and only to the extent) that it is vested on the Termination Date in
accordance with the schedule set forth on the first page of this Agreement, may be exercised by Optionee (or Optionee's legal representative or authorized assignee) no later than twelve
(12) months following the Termination Date, but in any event must be exercised no later than the Expiration Date.

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FormFactor, Inc.
Stock Option Agreement
For Non-Employee Directors
2002 Equity Incentive Plan

3.3No Obligation or Right to Continue as Board Member.    Nothing in the Plan or this Agreement confers on
Optionee any right or obligation to continue as a Board Member or in any other relationship with the Company or any Parent or Subsidiary of the Company (or any
successor-in-interest to the Company).

4.MANNER OF EXERCISE.

4.1Stock Option Exercise Agreement.    To exercise this Option, Optionee (or in the case of exercise after
Optionee's death or Disability, Optionee's legal representative) must deliver to the Company an
executed stock option exercise agreement in the form attached hereto as Exhibit B, or in such other form as may be approved by the Committee from time to time (the "EXERCISE AGREEMENT"). If
someone other than Optionee exercises this Option, then such person must submit documentation reasonably acceptable to the Company that such person has the right to exercise this Option.

4.2Limitations on Exercise.    This Option may not be exercised (a) unless such exercise is in compliance
with all applicable federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's Common Stock may be listed at the time of such issuance and
(b) as to fewer than 100 Shares unless it is exercised as to all Shares as to which this Option is then exercisable. The Company is under no obligation to register or qualify the Shares with
the SEC, any state securities commission or any stock exchange to effect such compliance.

4.3Payment.    The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares
being purchased in cash (by check), or, where permitted by law, by any method set forth in the Exercise Agreement or any additional method approved by the Committee from time to time.

4.4Tax Withholding.    At the time of exercise, Optionee must pay or provide for any applicable federal or state
withholding obligations of the Company associated with the exercise of this Option. If the Committee permits at the time of exercise, Optionee may provide for payment of withholding taxes upon
exercise of this Option by requesting that the Company retain Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld, in which case, the Company shall issue the
net number of Shares to Optionee after deducting the Shares retained from the Shares issuable upon exercise.

5.COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES.    In the event Optionee ceases to be a Board Member for any reason, the
Company, or its assignee, shall have the option to repurchase Optionee's Unvested Shares (the "REPURCHASE OPTION") at any time within ninety (90) days after the later of Optionee's Termination
Date and the date Optionee purchases the Shares by giving Optionee written notice of its election to exercise the Repurchase Option. The Company or its assignee may repurchase from Optionee (or from
Optionee's legal representative, as the case may be) all or a portion of the Unvested Shares at 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 2.2 of the Plan, which repurchase price shall be paid, 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 the ninety
(90) day time period set forth above.

6.NONTRANSFERABILITY OF OPTION AND SHARES.    This Option may not be transferred in any manner other than under the terms and
conditions of the Plan or by will or by the laws of descent and distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the
legal representatives and authorized executors and assignees of

---



Optionee.
Unvested Shares may not be sold or otherwise transferred without the Company's prior written consent.

7.TAX CONSEQUENCES.    Optionee should refer to the prospectus for the Plan for a description of the federal tax consequences of
exercising this Option, including the effects of filing an election under 83(b) of the Code in connection with the exercise of this Option for Unvested Shares, and disposing of the Shares. A copy of
the Prospectus is available at the Finance/Stock Administration page of the Company's internal website, or upon request from the Company's Stock Administrator at (925) 456-7334.

8.PRIVILEGES OF STOCK OWNERSHIP.    Optionee shall not have any of the rights of a stockholder with respect to any Shares until
the Shares are issued to Optionee.

9.NOTICES.    Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing
and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated on the first page of this Agreement or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been
given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after
deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile or email.

10.SUCCESSORS AND ASSIGNS.    The Company may assign any of its rights under this Agreement. This Agreement shall be binding
upon and inure to the benefit of the successors and

assigns
of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Optionee and Optionee's legal representatives and authorized assignees.

11.GOVERNING LAW.    This Agreement shall be governed by and construed in accordance with the internal laws of the State of
California, without regard to that body of law pertaining to choice of law or conflicts of law.

---



Stock Option Agreement No.

EXHIBIT B

FORMFACTOR, INC.
2002 EQUITY INCENTIVE PLAN (THE "PLAN")
STOCK OPTION EXERCISE AGREEMENT

I ("OPTIONEE") hereby elect to purchase the number of shares of Common Stock of FormFactor, Inc. (the "Company") indicated below:

|Optionee                       |  |                            
|------------------------------ |  | ---------------------------
|Social Security Number:        |  |                            
|Address:                       |  |                            
|Type of Option:                |  | o Incentive Stock Option   
|                               |  | o Nonqualified Stock Option
|Number of Shares Purchased:    |  |                            
|Purchase Price per Share:      |  |                            
|Aggregate Purchase Price:      |  |                            
|Date of Grant:                 |  |                            
|Exact Name of Title to Shares: |  |                            

1.      DELIVERY
OF PURCHASE PRICE. Optionee hereby delivers to the Company the Aggregate Purchase Price as follows (check as applicable and complete):

2.       UNDERTAKINGS.
Optionee acknowledges that any Unvested Shares remain subject to the Terms and Conditions of the Optionee's Stock Option Agreement. If Optionee is married,
the Spousal Consent, attached hereto as Exhibit 1, should be completed by Optionee's spouse and returned with this Agreement.

3.       TAX
CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE SHARES. OPTIONEE
REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY
FOR ANY TAX ADVICE.

4.       ENTIRE
AGREEMENT. The Plan and the Stock Option Agreement are incorporated herein by reference. This Stock Option Exercise Agreement, the Plan and the Stock Option
Agreement constitute the entire agreement and understanding and supersede in their entirety all prior understandings and agreements of the Company and Optionee with respect to the subject matter
hereof, and are governed by California law except for that body of law pertaining to choice of law or conflicts of law.

|Date:                 |  |  | 
|--------------------- |  |  | 
|SIGNATURE OF OPTIONEE |  | 

---





EXHIBIT 1        SPOUSAL CONSENT

I
have read the foregoing Stock Option Exercise Agreement (the "AGREEMENT") and I know its contents. I consent to and approve of the Agreement, and agree that the shares of the Common
Stock of FormFactor, Inc. purchased pursuant to the Agreement (the "SHARES") including any interest I may have in the Shares, are subject to all the provisions of the Agreement. I will take no
action at any time to hinder application of the Agreement to the Shares or to any interest I may have in the Shares.

|SIGNATURE OF OPTIONEE'S SPOUSE   |  | Date: | 
|-------------------------------- |  | ----- | 
|SPOUSE'S NAMETYPED OR PRINTED   |  |       | 
|OPTIONEE'S NAMETYPED OR PRINTED |  |       | 

---





DIRECTOR SUCCEEDING GRANT

EXHIBIT C        FORMFACTOR, INC.        2002 EQUITY INCENTIVE PLAN

---



NON-EXEMPT/EXERCISABLE AFTER 6 MONTHS

NO.

FORMFACTOR, INC.
2002 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT

FormFactor, Inc.,
a Delaware corporation (the "COMPANY"), hereby grants an option (this "OPTION") to the Optionee named below ("OPTIONEE") as of the Date of Grant set forth below
(the "DATE OF GRANT") pursuant to the Company's 2002 Equity Incentive Plan (the "PLAN") and this Stock Option Agreement (this "AGREEMENT"), which includes the Terms and Conditions (the "TERMS AND
CONDITIONS") set forth on Exhibit A hereto. Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.

|OPTIONEE:                 |  |                                                                                                                                                                 
|------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|SOCIAL SECURITY NUMBER:   |  |                                                                                                                                                                 
|OPTIONEE'S ADDRESS:       |  |                                                                                                                                                                 
|TOTAL OPTION SHARES:      |  |                                                                                                                                                                 
|EXERCISE PRICE PER SHARE: |  |                                                                                                                                                                 
|DATE OF GRANT:            |  |                                                                                                                                                                 
|EXPIRATION DATE:          |  | (unless earlier terminated under Section 3 hereof or pursuant to Section 18 of the Plan)                                                                        
|FIRST VESTING DATE:       |  |                                                                                                                                                                 
|VESTING SCHEDULE:         |  | % of the Shares will vest on the First Vesting Date; then
    % of the Shares will vest on each monthly anniversary of the First Vesting Date until 100% vested.
|TYPE OF STOCK OPTION:     |  | o INCENTIVE STOCK OPTION                                                                                                                                        
|(CHECK ONE):              |  | o NONQUALIFIED STOCK OPTION                                                                                                                                     

The
Company has signed this Agreement effective as the Date of Grant and has caused it to be executed in duplicate by its duly authorized representative.

|FORMFACTOR, INC.     |  | 
|-------------------- |  | 
|By:                  |  | 
|(Please print name)  |  | 
|(Please print title) |  | 

---



FormFactor, Inc.
Stock Option Agreement
2002 Equity Incentive Plan
No.

Optionee
acknowledges receipt of this Agreement (including the Terms and Conditions), a copy of the Plan, attached hereto as Exhibit C, and the form of Exercise Agreement,
attached hereto as Exhibit B. Optionee has read and understands these documents and accepts this Option subject to all the terms and conditions of the Plan and this Agreement. Optionee has
executed this Agreement in duplicate as of the Date of Grant.

|OPTIONEE            |  | 
|------------------- |  | 
|(Signature)         |  | 
|(Please print name) |  | 

2

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FormFactor, Inc.
Stock Option Agreement
2002 Equity Incentive Plan
Terms & Conditions

EXHIBIT A        STOCK OPTION AGREEMENT TERMS AND CONDITIONS

This
Option is subject to the following Terms and Conditions and the terms and conditions of the Plan, which are incorporated herein by reference. This Agreement, the Plan and the
Exercise Agreement constitute the entire agreement and understanding of the Company and the Optionee with respect to this Option and supersede all prior understandings and agreements with respect to
such subject matter. If there is any discrepancy, conflict or omission between this Agreement and the provisions of the Plan as interpreted by the Committee, the provisions of the Plan shall apply.

1.GRANT OF OPTION.    The Company hereby grants to Optionee this Option to purchase up to the total number of shares of Common
Stock of the Company (the "SHARES") at the Exercise Price Per Share (the "EXERCISE PRICE"), each as set forth on the first page of this Agreement, subject to the terms and conditions of this Agreement
and the Plan. If designated as an Incentive Stock Option, this Option is intended to qualify to the extent permitted as an "incentive stock option" ("ISO") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "CODE").

2.EXERCISE PERIOD.

2.1Vesting of Shares.    This Option is exercisable beginning six (6) months from the Date of Grant,
although the Shares issued upon exercise of this Option will be subject to the restrictions on transfer and Repurchase Option set forth in this Agreement. Subject to the terms and conditions of the
Plan and this Agreement, this Option shall vest as set forth on the first page of this Agreement if Optionee has continuously provided services to the Company, or any Parent or Subsidiary of the
Company. Shares that are vested pursuant to the schedule set forth on the first page of this Agreement are "VESTED SHARES." Shares that are not vested pursuant to the schedule set forth on the first
page
of this Agreement are "UNVESTED SHARES." Notwithstanding any provision in the Plan or this Agreement to the contrary, Options for Unvested Shares will not be exercisable on or after an Optionee's
Termination Date.

2.2Acceleration of Vesting in Certain Circumstances Following a Corporate Transaction.    In addition to the
vesting provided herein, the Option and Shares subject to this Option shall become vested 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 Corporate Transaction (as defined in the Plan) 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 is referred to herein
as the "CORPORATE TRANSACTION VESTING"). "NON-JUSTIFIABLE TERMINATION" means any Termination by the Company, or any Parent or Subsidiary of the Company or the
successor-in-interest to the Company following a Corporate Transaction, other

3

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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 or the successor-in-interest to the Company following a Corporate Transaction; (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 the successor-in-interest to the Company following a Corporate Transaction; or (iv) the death or Disability of Optionee. Notwithstanding
anything to the contrary set forth in this Agreement, if a Corporate Transaction Vesting occurs by reason of a Non-Justifiable Termination, then this Option may be exercised by Optionee up
to, but no later than, three (3) months after the date of such Non-Justifiable Termination, but in any event no later than the Expiration Date.]

[2.3Acceleration of Vesting on Death or Disability.    In the event of Termination of Optionee 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 as to an additional number of Shares equal to the number of Shares that would have vested during the twelve (12) months following the Termination Date
of Optionee; provided, however, such vested Option may be exercised no later than twelve (12) months after the Termination Date, but in any event no later than the Expiration Date.]

2.[4]Expiration.    This Option expires on the Expiration Date set forth on the first page
of this Agreement and must be exercised, if at all, on or before the earlier of the
Expiration Date or the date on which this Option is terminated in accordance with the provisions of this Section 2, Section 3 of this Agreement or Section 18 of the Plan.

3.TERMINATION.

3.1Termination for Any Reason Except Death, Disability or Cause.    If Optionee is Terminated for any reason
except Optionee's death, Disability or Cause (as such terms are defined in the Plan), then this Option, to the extent (and only to the extent) that it is vested on the Termination Date in accordance
with the schedule set forth on the first page of this Agreement, may be exercised by Optionee during the three (3) months following the Termination Date, but in any event must be exercised no
later than the Expiration Date.

3.2Termination Because of Death or Disability.    If Optionee is Terminated because of Optionee's death or
Disability (or Optionee dies within three (3) months after Termination for any reason except Cause or Disability), then this Option, to the extent (and only to the extent) that it is vested on
the Termination Date in accordance with the schedule set forth on the first page of this Agreement, may be exercised by Optionee (or Optionee's legal representative or authorized assignee) during the
twelve (12) months following the Termination Date, but in any event must be exercised no later than the Expiration Date. Any exercise occurring more than

4

---



three
months following the Termination Date (when the Termination is for any reason other than Optionee's death or disability (as defined in the Code)), shall be deemed to be the exercise of a
nonqualified stock option.

3.3Termination for Cause.    If Optionee is Terminated for Cause, then this Option, to the extent (and only to the
extent) that it is vested on the Termination Date in accordance with the schedule set forth on the first page of this Agreement, may be exercised by Optionee no later than one (1) month after
the Termination Date, but in any event must be exercised no later than the Expiration Date.

3.4No Obligation to Employ.    Nothing in the Plan or this Agreement confers on Optionee any right to continue in
the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company (or any successor-in-interest to the Company), or limits in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate Optionee's employment or other relationship at any time, with or without Cause.

4.MANNER OF EXERCISE.

4.1Stock Option Exercise Agreement.    To exercise this Option, Optionee (or in the case of exercise after
Optionee's death or Disability, Optionee's legal representative) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit B, or in such
other form as may be approved by the Committee from time to time (the "EXERCISE AGREEMENT"). If someone other than Optionee exercises this Option, then such person must submit documentation reasonably
acceptable to the Company that such person has the right to exercise this Option.

4.2Limitations on Exercise.    This Option may not be exercised (a) unless such exercise is in compliance
with all applicable federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's Common Stock may be listed at the time of such issuance and
(b) as to fewer than 100 Shares unless it is exercised as to all Shares as to which this Option is then exercisable. The Company is under no obligation to register or qualify the Shares with
the SEC, any state securities commission or any stock exchange to effect such compliance.

4.3Payment.    The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares
being purchased in cash (by check), or, where permitted by law, by any method set forth in the Exercise Agreement or any additional method approved by the Committee from time to time.

4.4Tax Withholding.    At the time of exercise, Optionee must pay or provide for any applicable federal or state
withholding obligations of the Company associated with the exercise of this Option. If the Committee permits at the time of exercise, Optionee may provide for payment of withholding taxes upon
exercise of this Option by requesting that the Company retain Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld,

5

---



in
which case, the Company shall issue the net number of Shares to Optionee after deducting the Shares retained from the Shares issuable upon exercise.

5.COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES.    In the event Optionee is Terminated for any reason, the Company, or its
assignee, shall have the option to repurchase Optionee's Unvested Shares (the "REPURCHASE OPTION") at any time within ninety (90) days after the later of Optionee's Termination Date and the
date Optionee purchases the Shares by giving Optionee written notice of its election to exercise the Repurchase Option. The Company or its assignee may repurchase from Optionee (or from Optionee's
legal representative, as the case may be) all or a portion of the Unvested Shares at 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 2.2 of the Plan, which repurchase price shall be paid, 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 the ninety (90) day time
period set forth above.

6.NONTRANSFERABILITY OF OPTION AND SHARES.    This Option may not be transferred in any manner other than under the terms and
conditions of the Plan or by will or by the laws of descent and distribution and may be exercised during the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the
legal representatives and authorized executors and assignees of Optionee. Unvested Shares may not be sold or otherwise transferred without the Company's prior written consent.

7.TAX CONSEQUENCES.    Optionee should refer to the prospectus for the Plan for a description of the federal tax consequences of
exercising this Option, including the effects of filing an election under 83(b) of the Code in connection with the exercise of this Option for Unvested Shares, and disposing of the Shares. A copy of
the Prospectus is available at the Finance/Stock Administration page of the Company's internal website, or upon request from the Company's Stock Administrator at (925) 456-7334.

8.PRIVILEGES OF STOCK OWNERSHIP.    Optionee shall not have any of the rights of a stockholder with respect to any Shares until
the Shares are issued to Optionee.

9.NOTICES.    Any notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing
and addressed to the Corporate Secretary of the Company at its principal corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at
the address indicated on the first page of this Agreement or to such other address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been
given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after
deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile or email.

6

---



10.SUCCESSORS AND ASSIGNS.    The Company may assign any of its rights under this Agreement. This Agreement shall be binding
upon and inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon Optionee and Optionee's legal
representatives and authorized assignees.

11.GOVERNING LAW.    This Agreement shall be governed by and construed in accordance with the internal laws of the State of
California, without regard to that body of law pertaining to choice of law or conflicts of law.

7

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Stock Option Agreement No.

EXHIBIT B

FORMFACTOR, INC.
2002 EQUITY INCENTIVE PLAN (THE "PLAN")
STOCK OPTION EXERCISE AGREEMENT

I ("OPTIONEE") hereby elect to purchase the number of shares of Common Stock of FormFactor, Inc. (the "Company") indicated below:

|Optionee                       |  |                            
|------------------------------ |  | ---------------------------
|Social Security Number:        |  |                            
|Address:                       |  |                            
|Type of Option:                |  | o Incentive Stock Option   
|                               |  | o Nonqualified Stock Option
|Number of Shares Purchased:    |  |                            
|Purchase Price per Share:      |  |                            
|Aggregate Purchase Price:      |  |                            
|Date of Grant:                 |  |                            
|Exact Name of Title to Shares: |  |                            

1.      DELIVERY
OF PURCHASE PRICE. Optionee hereby delivers to the Company the Aggregate Purchase Price as follows (check as applicable and complete):

2.       UNDERTAKINGS.
Optionee acknowledges that any Unvested Shares remain subject to the Terms and Conditions of the Optionee's Stock Option Agreement. To the extent this
Option is an ISO, if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (a) the date two (2) years after the Date of Grant,
and (b) the date one (1) year after transfer of such Shares to Optionee upon exercise of this Option, then Optionee shall immediately notify the Company in writing of such disposition.
If Optionee is married, the Spousal Consent, attached hereto as Exhibit 1, should be completed by Optionee's spouse and returned with this Agreement.

3.       TAX
CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE SHARES. OPTIONEE
REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY
FOR ANY TAX ADVICE.

4.       ENTIRE
AGREEMENT. The Plan and the Stock Option Agreement are incorporated herein by reference. This Stock Option Exercise Agreement, the Plan and the Stock Option
Agreement constitute the entire agreement and understanding and supersede in their entirety all prior understandings and agreements of the Company and Optionee with respect to the subject matter
hereof, and are governed by California law except for that body of law pertaining to choice of law or conflicts of law.

|Date:                 |  |  | 
|--------------------- |  |  | 
|SIGNATURE OF OPTIONEE |  | 

---





EXHIBIT 1        SPOUSAL CONSENT

I
have read the foregoing Stock Option Exercise Agreement (the "AGREEMENT") and I know its contents. I consent to and approve of the Agreement, and agree that the shares of the Common
Stock of FormFactor, Inc. purchased pursuant to the Agreement (the "SHARES") including any interest I may have in the Shares, are subject to all the provisions of the Agreement. I will take no
action at any time to hinder application of the Agreement to the Shares or to any interest I may have in the Shares.

|SIGNATURE OF OPTIONEE'S SPOUSE   |  | Date: | 
|-------------------------------- |  | ----- | 
|SPOUSE'S NAMETYPED OR PRINTED   |  |       | 
|OPTIONEE'S NAMETYPED OR PRINTED |  |       | 

---





EXHIBIT C        FORMFACTOR, INC.        2002 EQUITY INCENTIVE PLAN

---



EXEMPT/IMMEDIATELY EXERCISABLE

NO.

FORMFACTOR, INC.
2002 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT

FormFactor, Inc.,
a Delaware corporation (the "COMPANY"), hereby grants an option (this "OPTION") to the Optionee named below ("OPTIONEE") as of the Date of Grant set forth below
(the "DATE OF GRANT") pursuant to the Company's 2002 Equity Incentive Plan (the "PLAN") and this Stock Option Agreement (this "AGREEMENT"), which includes the Terms and Conditions (the "TERMS AND
CONDITIONS") set forth on Exhibit A hereto. Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.

|OPTIONEE:                 |  |                                                                                                                                                                
|------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------
|SOCIAL SECURITY NUMBER:   |  |                                                                                                                                                                
|OPTIONEE'S ADDRESS:       |  |                                                                                                                                                                
|TOTAL OPTION SHARES:      |  |                                                                                                                                                                
|EXERCISE PRICE PER SHARE: |  |                                                                                                                                                                
|DATE OF GRANT:            |  |                                                                                                                                                                
|EXPIRATION DATE:          |  | (unless earlier terminated under Section 3 hereof or pursuant to Section 18 of the Plan)                                                                       
|FIRST VESTING DATE:       |  |                                                                                                                                                                
|VESTING SCHEDULE:         |  | % of the Shares will vest on the First Vesting Date; then    % of the Shares will vest on each monthly anniversary of the First Vesting Date until 100% vested.
|TYPE OF STOCK OPTION:     |  | o INCENTIVE STOCK OPTION                                                                                                                                       
|(CHECK ONE):              |  | o NONQUALIFIED STOCK OPTION                                                                                                                                    

The
Company has signed this Agreement effective as the Date of Grant and has caused it to be executed in duplicate by its duly authorized representative.

|FORMFACTOR, INC.     |  | 
|-------------------- |  | 
|By:                  |  | 
|(Please print name)  |  | 
|(Please print title) |  | 

---



FormFactor, Inc.
Stock Option Agreement
2002 Equity Incentive Plan
No.

Optionee
acknowledges receipt of this Agreement (including the Terms and Conditions), a copy of the Plan, attached hereto as Exhibit C, and the form of Exercise Agreement,
attached hereto as Exhibit B. Optionee has read and understands these documents and accepts this Option subject to all the terms and conditions of the Plan and this Agreement. Optionee has
executed this Agreement in duplicate as of the Date of Grant.

|OPTIONEE            |  | 
|------------------- |  | 
|(Signature)         |  | 
|(Please print name) |  | 

2

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FormFactor, Inc.
Stock Option Agreement
2002 Equity Incentive Plan

EXHIBIT A        STOCK OPTION AGREEMENT TERMS AND CONDITIONS

This
Option is subject to the following Terms and Conditions and the terms and conditions of the Plan, which are incorporated herein by reference. This Agreement, the Plan and the
Exercise Agreement constitute the entire agreement and understanding of the Company and the Optionee with respect to this Option and supersede all prior understandings and agreements with respect to
such subject matter. If there is any discrepancy, conflict or omission between this Agreement and the provisions of the Plan as interpreted by the Committee, the provisions of the Plan shall apply.

1.GRANT OF OPTION.    The Company hereby grants to Optionee this Option to purchase up to the total number of shares of Common
Stock of the Company (the "SHARES") at the Exercise Price Per Share (the "EXERCISE PRICE"), each as set forth on the first page of this Agreement, subject to the terms and conditions of this Agreement
and the Plan. If designated as an Incentive Stock Option, this Option is intended to qualify to the extent permitted as an "incentive stock option" ("ISO") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "CODE").

2.EXERCISE PERIOD.

2.1Vesting of Shares.    This Option is immediately exercisable, although the Shares issued upon exercise of this
Option will be subject to the restrictions on transfer and Repurchase Option set forth in this Agreement. Subject to the terms and conditions of the Plan and this Agreement, this Option shall vest as
set forth on the first page of this Agreement if Optionee has continuously provided services to the Company, or any Parent or Subsidiary of the Company. Shares that are vested pursuant to the schedule
set forth on the first page of this Agreement are "VESTED SHARES." Shares that are not vested pursuant to the schedule set forth on the first page of this Agreement are "UNVESTED SHARES."
Notwithstanding any provision in the Plan or this Agreement to the contrary, Options for Unvested Shares will not be exercisable on or after an Optionee's Termination Date.

[2.2Acceleration of Vesting in Certain Circumstances Following a Corporate Transaction.    In addition
to the vesting provided herein, the Option and Shares subject to this Option shall become vested 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 Corporate Transaction (as defined in the Plan) 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 is
referred to herein as the "CORPORATE TRANSACTION VESTING"). "NON-JUSTIFIABLE

3

---



TERMINATION"
means any Termination by the Company, or any Parent or Subsidiary of the Company or the successor-in-interest to the Company following a Corporate Transaction,
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 or the successor-in-interest to the Company following a Corporate Transaction; (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 the successor-in-interest to the Company following a Corporate Transaction; or (iv) the death or Disability of Optionee.
Notwithstanding anything to the contrary set forth in this Agreement, if a Corporate Transaction Vesting occurs by reason of a Non-Justifiable Termination, then this Option may be
exercised by Optionee up to, but no later than, three (3) months after the date of such Non-Justifiable Termination, but in any event no later than the Expiration Date.]

[2.3Acceleration of Vesting on Death or Disability.    In the event of Termination of Optionee 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 as to an additional number of Shares equal to the number of Shares that would have vested during the twelve (12) months following the Termination Date
of Optionee; provided, however, such vested Option may be exercised no later than twelve (12) months after the Termination Date, but in any event no later than the Expiration Date.]

2.[4]Expiration.    This Option expires on the Expiration Date set forth on the first page
of this Agreement and must be exercised, if at all, on or before the earlier of the
Expiration Date or the date on which this Option is terminated in accordance with the provisions of this Section 2, Section 3 of this Agreement or Section 18 of the Plan.

3.TERMINATION.

3.1Termination for Any Reason Except Death, Disability or Cause.    If Optionee is Terminated for any reason
except Optionee's death, Disability or Cause (as such terms are defined in the Plan), then this Option, to the extent (and only to the extent) that it is vested on the Termination Date in accordance
with the schedule set forth on the first page of this Agreement, may be exercised by Optionee during the three (3) months following the Termination Date, but in any event must be exercised no
later than the Expiration Date.

3.2Termination Because of Death or Disability.    If Optionee is Terminated because of Optionee's death or
Disability (or Optionee dies within three (3) months after Termination for any reason except Cause or Disability), then this Option, to the extent (and only to the extent) that it is vested on
the Termination Date in accordance with the schedule set forth on the first page of this Agreement, may be exercised by Optionee (or Optionee's legal representative or authorized assignee) during the
twelve (12) months following the Termination Date, but in any

4

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event
must be exercised no later than the Expiration Date. Any exercise occurring more than three months following the Termination Date (when the Termination is for any reason other than Optionee's
death or disability (as defined in the Code)), shall be deemed to be the exercise of a nonqualified stock option.

3.3Termination for Cause.    If Optionee is Terminated for Cause, then this Option, to the extent (and only to the
extent) that it is vested on the Termination Date in accordance with the schedule set forth on the first page of this Agreement, may be exercised by Optionee no later than one (1) month after
the Termination Date, but in any event must be exercised no later than the Expiration Date.

3.4No Obligation to Employ.    Nothing in the Plan or this Agreement confers on Optionee any right to continue in
the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company (or any successor-in-interest to the Company), or limits in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate Optionee's employment or other relationship at any time, with or without Cause.

4.MANNER OF EXERCISE.

4.1Stock Option Exercise Agreement.    To exercise this Option, Optionee (or in the case of exercise after
Optionee's death or Disability, Optionee's legal representative) must deliver to the Company an executed stock option exercise agreement in the form attached hereto as Exhibit B, or in such
other form as may be approved by the Committee from time to time (the "EXERCISE AGREEMENT"). If someone other than Optionee exercises this Option, then such person must submit documentation reasonably
acceptable to the Company that such person has the right to exercise this Option.

4.2Limitations on Exercise.    This Option may not be exercised (a) unless such exercise is in compliance
with all applicable federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's Common Stock may be listed at the time of such issuance and
(b) as to fewer than 100 Shares unless it is exercised as to all Shares as to which this Option is then exercisable. The Company is under no obligation to register or qualify the Shares with
the SEC, any state securities commission or any stock exchange to effect such compliance.

4.3Payment.    The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares
being purchased in cash (by check), or, where permitted by law, by any method set forth in the Exercise Agreement or any additional method approved by the Committee from time to time.

4.4Tax Withholding.    At the time of exercise, Optionee must pay or provide for any applicable federal or state
withholding obligations of the Company associated with the exercise of this Option. If the Committee permits at the time of exercise, Optionee may provide for payment of withholding taxes upon
exercise of this Option by requesting that the Company retain Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld,

5

---



in
which case, the Company shall issue the net number of Shares to Optionee after deducting the Shares retained from the Shares issuable upon exercise.

5.COMPANY'S REPURCHASE OPTION FOR UNVESTED SHARES.

In
the event Optionee is Terminated for any reason, the Company, or its assignee, shall have the option to repurchase Optionee's Unvested Shares (the "REPURCHASE OPTION") at any time
within ninety (90) days after the later of Optionee's Termination Date and the date Optionee purchases the Shares by giving Optionee written notice of its election to exercise the Repurchase
Option. The Company or its assignee may repurchase from Optionee (or from Optionee's legal representative, as the case may be) all or a portion of the Unvested Shares at 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 2.2 of the Plan, which repurchase price shall be paid, 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 the ninety (90) day time period set forth above.

6.NONTRANSFERABILITY OF OPTION AND SHARES.

This
Option may not be transferred in any manner other than under the terms and conditions of the Plan or by will or by the laws of descent and distribution and may be exercised during
the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the legal representatives and authorized executors and assignees of Optionee. Unvested Shares may not be sold
or otherwise transferred without the Company's prior written consent.

7.TAX CONSEQUENCES.

Optionee
should refer to the prospectus for the Plan for a description of the federal tax consequences of exercising this Option, including the effects of filing an election under 83(b)
of the Code in connection with the exercise of this Option for Unvested Shares, and disposing of the Shares. A copy of the Prospectus is available at the Finance/Stock Administration page of the
Company's internal website, or upon request from the Company's Stock Administrator at (925) 456-7334.

8.PRIVILEGES OF STOCK OWNERSHIP.

Optionee
shall not have any of the rights of a stockholder with respect to any Shares until the Shares are issued to Optionee.

9.NOTICES.

Any
notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal
corporate offices. Any notice required to be given or delivered to Optionee shall be in

6

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writing
and addressed to Optionee at the address indicated on the first page of this Agreement or to such other address as such party may designate in writing from time to time to the Company. All
notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days after deposit in the United States mail by certified or registered mail (return receipt
requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one (1) business day after transmission by facsimile or email.

10.SUCCESSORS AND ASSIGNS.

The
Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon Optionee and Optionee's legal representatives and authorized assignees.

11.GOVERNING LAW.

This
Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to that body of law pertaining to choice of law or
conflicts of law.

7

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Stock Option Agreement No.

EXHIBIT B

FORMFACTOR, INC.
2002 EQUITY INCENTIVE PLAN (THE "PLAN")
STOCK OPTION EXERCISE AGREEMENT

I ("OPTIONEE") hereby elect to purchase the number of shares of Common Stock of FormFactor, Inc. (the "Company") indicated below:

|Optionee                       |  |                            
|------------------------------ |  | ---------------------------
|Social Security Number:        |  |                            
|Address:                       |  |                            
|Type of Option:                |  | o Incentive Stock Option   
|                               |  | o Nonqualified Stock Option
|Number of Shares Purchased:    |  |                            
|Purchase Price per Share:      |  |                            
|Aggregate Purchase Price:      |  |                            
|Date of Grant:                 |  |                            
|Exact Name of Title to Shares: |  |                            

1.      DELIVERY
OF PURCHASE PRICE. Optionee hereby delivers to the Company the Aggregate Purchase Price as follows (check as applicable and complete):

2.       UNDERTAKINGS.
Optionee acknowledges that any Unvested Shares remain subject to the Terms and Conditions of the Optionee's Stock Option Agreement. To the extent this
Option is an ISO, if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of (a) the date two (2) years after the Date of Grant,
and (b) the date one (1) year after transfer of such Shares to Optionee upon exercise of this Option, then Optionee shall immediately notify the Company in writing of such disposition.
If Optionee is married, the Spousal Consent, attached hereto as Exhibit 1, should be completed by Optionee's spouse and returned with this Agreement.

3.       TAX
CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE SHARES. OPTIONEE
REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY
FOR ANY TAX ADVICE.

4.       ENTIRE
AGREEMENT. The Plan and the Stock Option Agreement are incorporated herein by reference. This Stock Option Exercise Agreement, the Plan and the Stock Option
Agreement constitute the entire agreement and understanding and supersede in their entirety all prior understandings and agreements of the Company and Optionee with respect to the subject matter
hereof, and are governed by California law except for that body of law pertaining to choice of law or conflicts of law.

|Date:                 |  |  | 
|--------------------- |  |  | 
|SIGNATURE OF OPTIONEE |  | 

---



EXHIBIT 1

SPOUSAL
CONSENT

I
have read the foregoing Stock Option Exercise Agreement (the "AGREEMENT") and I know its contents. I consent to and approve of the Agreement, and agree that the shares of the Common
Stock of FormFactor, Inc. purchased pursuant to the Agreement (the "SHARES") including any interest I may have in the Shares, are subject to all the provisions of the Agreement. I will take no
action at any time to hinder application of the Agreement to the Shares or to any interest I may have in the Shares.

|SIGNATURE OF OPTIONEE'S SPOUSE   |  | Date: | 
|-------------------------------- |  | ----- | 
|SPOUSE'S NAMETYPED OR PRINTED   |  |       | 
|OPTIONEE'S NAMETYPED OR PRINTED |  |       | 

---





EXHIBIT C        FORMFACTOR, INC.        2002 EQUITY INCENTIVE PLAN

---



EXEMPT AND NON-EXEMPT/EXERCISABLE AS VESTS

NO.

FORMFACTOR, INC.
2002 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT

FormFactor, Inc.,
a Delaware corporation (the "COMPANY"), hereby grants an option (this "OPTION") to the Optionee named below ("OPTIONEE") as of the Date of Grant set forth below
(the "DATE OF GRANT") pursuant to the Company's 2002 Equity Incentive Plan (the "PLAN") and this Stock Option Agreement (this "AGREEMENT"), which includes the Terms and Conditions (the "TERMS AND
CONDITIONS") set forth on Exhibit A hereto. Capitalized terms not defined in this Agreement have the meanings ascribed to them in the Plan.

|OPTIONEE:                 |  |                                                                                                                                                                 
|------------------------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------
|SOCIAL SECURITY NUMBER:   |  |                                                                                                                                                                 
|OPTIONEE'S ADDRESS:       |  |                                                                                                                                                                 
|TOTAL OPTION SHARES:      |  |                                                                                                                                                                 
|EXERCISE PRICE PER SHARE: |  |                                                                                                                                                                 
|DATE OF GRANT:            |  |                                                                                                                                                                 
|EXPIRATION DATE:          |  | (unless earlier terminated under Section 3 hereof or pursuant to Section 18 of the Plan)                                                                        
|FIRST VESTING DATE:       |  |                                                                                                                                                                 
|VESTING SCHEDULE:         |  | % of the Shares will vest on the First Vesting Date; then
    % of the Shares will vest on each monthly anniversary of the First Vesting Date until 100% vested.
|TYPE OF STOCK OPTION:     |  | o INCENTIVE STOCK OPTION                                                                                                                                        
|(CHECK ONE):              |  | o NONQUALIFIED STOCK OPTION                                                                                                                                     

The
Company has signed this Agreement effective as the Date of Grant and has caused it to be executed in duplicate by its duly authorized representative.

|FORMFACTOR, INC.     |  | 
|-------------------- |  | 
|By:                  |  | 
|(Please print name)  |  | 
|(Please print title) |  | 

---



FormFactor, Inc.
Stock Option Agreement
2002 Equity Incentive Plan
No.

Optionee
acknowledges receipt of this Agreement (including the Terms and Conditions), a copy of the Plan, attached hereto as Exhibit C, and the form of Exercise Agreement,
attached hereto as Exhibit B. Optionee has read and understands these documents and accepts this Option subject to all the terms and conditions of the Plan and this Agreement. Optionee has
executed this Agreement in duplicate as of the Date of Grant.

|OPTIONEE            |  | 
|------------------- |  | 
|(Signature)         |  | 
|(Please print name) |  | 

2

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FormFactor, Inc.
Stock Option Agreement
2002 Equity Incentive Plan
Terms & Conditions

EXHIBIT A        STOCK OPTION AGREEMENT TERMS AND CONDITIONS

This
Option is subject to the following Terms and Conditions and the terms and conditions of the Plan, which are incorporated herein by reference. This Agreement, the Plan and the
Exercise Agreement constitute the entire agreement and understanding of the Company and the Optionee with respect to this Option and supersede all prior understandings and agreements with respect to
such subject matter. If there is any discrepancy, conflict or omission between this Agreement and the provisions of the Plan as interpreted by the Committee, the provisions of the Plan shall apply.

1.GRANT OF OPTION.    The Company hereby grants to Optionee this Option to purchase up to the total number of shares of Common
Stock of the Company (the "SHARES") at the Exercise Price Per Share (the "EXERCISE PRICE"), each as set forth on the first page of this Agreement, subject to the terms and conditions of this Agreement
and the Plan. If designated as an Incentive Stock Option, this Option is intended to qualify to the extent permitted as an "incentive stock option" ("ISO") within the meaning of Section 422 of
the Internal Revenue Code of 1986, as amended (the "CODE").

2.EXERCISE PERIOD.

2.1Vesting of Shares.    This Option is exercisable as it vests. Subject to the terms and conditions of the Plan
and this Agreement, this Option shall vest and become exercisable as set forth on the first page of this Agreement if Optionee has continuously provided services to the Company, or any Parent or
Subsidiary of the Company.

[2.2Acceleration of Vesting in Certain Circumstances Following a Corporate Transaction.    In addition
to the vesting provided herein, the Option and Shares subject to this 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 Corporate Transaction (as defined in the Plan) and ending twelve (12) months thereafter, as to an
additional number of Shares equal to the number of Shares that would have vested and become exercisable during the twelve (12) months following the date of such Non-Justifiable
Termination (which accelerated vesting and exercisability is referred to herein as the "CORPORATE TRANSACTION VESTING"). "NON-JUSTIFIABLE TERMINATION" means any Termination by the Company,
or any Parent or Subsidiary of the Company or the successor-in-interest to the Company following a Corporate Transaction, 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

3

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the
Company or the successor-in-interest to the Company following a Corporate Transaction; (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 the
successor-in-interest to the Company following a Corporate Transaction; or (iv) the death or Disability of Optionee. Notwithstanding anything to the contrary set forth
in this Agreement, if a Corporate Transaction Vesting occurs by reason of a Non-Justifiable Termination, then this Option may be exercised by Optionee up to, but no later than, three
(3) months after the date of such Non-Justifiable Termination, but in any event no later than the Expiration Date.]

[2.3Acceleration of Vesting on Death or Disability.    In the event of Termination of Optionee 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 and become exercisable during the twelve
(12) months following the Termination Date of Optionee; provided, however, such vested Option may be exercised no later than twelve (12) months after the Termination Date, but in any
event no later than the Expiration Date.]

2.[4]Expiration.    This Option expires on the Expiration Date set forth on the first page
of this Agreement and must be exercised, if at all, on or before the earlier of the Expiration Date or the date on which this Option is terminated in accordance with the provisions of this
Section 2, Section 3 of this Agreement or Section 18 of the Plan.

3.TERMINATION.

3.1Termination for Any Reason Except Death, Disability or Cause.    If Optionee is Terminated for any reason
except Optionee's death, Disability or Cause (as such terms are defined in the Plan), then this Option, to the extent (and only to the extent) that it is vested on the Termination Date in accordance
with the schedule set forth on the first page of this Agreement, may be exercised by Optionee during the three (3) months following the Termination Date, but in any event must be exercised no
later than the Expiration Date.

3.2Termination Because of Death or Disability.    If Optionee is Terminated because of Optionee's death or
Disability (or Optionee dies within three (3) months after Termination for any reason except Cause or Disability), then this Option, to the extent (and only to the extent) that it is vested on
the Termination Date in accordance with the schedule set forth on the first page of this Agreement, may be exercised by Optionee (or Optionee's legal representative or authorized assignee) during the
twelve (12) months following the Termination Date, but in any event must be exercised no later than the Expiration Date. Any exercise occurring more than three months following the Termination
Date (when the Termination is for any reason other than Optionee's death or disability (as defined in the Code)), shall be deemed to be the exercise of a nonqualified stock option.

4

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3.3Termination for Cause.    If Optionee is Terminated for Cause, then this Option, to the extent (and only to the
extent) that it is vested on the Termination Date in accordance with the schedule set forth on the first page of this Agreement, may be exercised by Optionee no later than one (1) month after
the Termination Date, but in any event must be exercised no later than the Expiration Date.

3.4No Obligation to Employ.    Nothing in the Plan or this Agreement confers on Optionee any right to continue in
the employ of, or other relationship with, the Company or any Parent or Subsidiary of the Company (or any successor-in-interest to the Company), or limits in any way the right
of the Company or any Parent or Subsidiary of the Company to terminate Optionee's employment or other relationship at any time, with or without Cause.

4.MANNER OF EXERCISE.

4.1Stock Option Exercise Agreement.    To exercise this Option, Optionee (or in the case of exercise after
Optionee's death or Disability, Optionee's legal representative) must deliver to the Company an
executed stock option exercise agreement in the form attached hereto as Exhibit B, or in such other form as may be approved by the Committee from time to time (the "EXERCISE AGREEMENT"). If
someone other than Optionee exercises this Option, then such person must submit documentation reasonably acceptable to the Company that such person has the right to exercise this Option.

4.2Limitations on Exercise.    This Option may not be exercised (a) unless such exercise is in compliance
with all applicable federal and state securities laws and with all applicable requirements of any stock exchange on which the Company's Common Stock may be listed at the time of such issuance and
(b) as to fewer than 100 Shares unless it is exercised as to all Shares as to which this Option is then exercisable. The Company is under no obligation to register or qualify the Shares with
the SEC, any state securities commission or any stock exchange to effect such compliance.

4.3Payment.    The Exercise Agreement shall be accompanied by full payment of the Exercise Price for the Shares
being purchased in cash (by check), or, where permitted by law, by any method set forth in the Exercise Agreement or any additional method approved by the Committee from time to time.

4.4Tax Withholding.    At the time of exercise, Optionee must pay or provide for any applicable federal or state
withholding obligations of the Company associated with the exercise of this Option. If the Committee permits at the time of exercise, Optionee may provide for payment of withholding taxes upon
exercise of this Option by requesting that the Company retain Shares with a Fair Market Value equal to the minimum amount of taxes required to be withheld, in which case, the Company shall issue the
net number of Shares to Optionee after deducting the Shares retained from the Shares issuable upon exercise.

5

---



5.NONTRANSFERABILITY OF OPTION AND SHARES.

This
Option may not be transferred in any manner other than under the terms and conditions of the Plan or by will or by the laws of descent and distribution and may be exercised during
the lifetime of Optionee only by Optionee. The terms of this Option shall be binding upon the legal representatives and authorized executors and assignees of Optionee.

6.TAX CONSEQUENCES.

Optionee
should refer to the prospectus for the Plan for a description of the federal tax consequences of exercising this Option and disposing of the Shares. A copy of the Prospectus is
available at the Finance/Stock Administration page of the Company's internal website, or upon request from the Company's Stock Administrator at (925) 456-7334.

7.PRIVILEGES OF STOCK OWNERSHIP.

Optionee
shall not have any of the rights of a stockholder with respect to any Shares until the Shares are issued to Optionee.

8.NOTICES.

Any
notice required to be given or delivered to the Company under the terms of this Agreement shall be in writing and addressed to the Corporate Secretary of the Company at its principal
corporate offices. Any notice required to be given or delivered to Optionee shall be in writing and addressed to Optionee at the address indicated on the first page of this Agreement or to such other
address as such party may designate in writing from time to time to the Company. All notices shall be deemed to have been given or delivered upon: personal delivery; three (3) days after
deposit in the United States mail by certified or registered mail (return receipt requested); one (1) business day after deposit with any return receipt express courier (prepaid); or one
(1) business day after transmission by facsimile or email.

9.SUCCESSORS AND ASSIGNS.

The
Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the Company. Subject to the
restrictions on transfer set forth herein, this Agreement shall be binding upon Optionee and Optionee's legal representatives and authorized assignees.

10.GOVERNING LAW.

This
Agreement shall be governed by and construed in accordance with the internal laws of the State of California, without regard to that body of law pertaining to choice of law or
conflicts of law.

6

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Stock Option Agreement No.

EXHIBIT B

FORMFACTOR, INC.
2002 EQUITY INCENTIVE PLAN (THE "PLAN")
STOCK OPTION EXERCISE AGREEMENT

I ("OPTIONEE") hereby elect to purchase the number of shares of Common Stock of FormFactor, Inc. (the "Company") indicated below:

|Optionee                       |  |                            
|------------------------------ |  | ---------------------------
|Social Security Number:        |  |                            
|Address:                       |  |                            
|Type of Option:                |  | o Incentive Stock Option   
|                               |  | o Nonqualified Stock Option
|Number of Shares Purchased:    |  |                            
|Purchase Price per Share:      |  |                            
|Aggregate Purchase Price:      |  |                            
|Date of Grant:                 |  |                            
|Exact Name of Title to Shares: |  |                            

1.      DELIVERY
OF PURCHASE PRICE. Optionee hereby delivers to the Company the Aggregate Purchase Price as follows (check as applicable and complete):

2.       UNDERTAKINGS.
To the extent this Option is an ISO, if Optionee sells or otherwise disposes of any of the Shares acquired pursuant to the ISO on or before the later of
(a) the date two (2) years after the Date of Grant, and (b) the date one (1) year after transfer of such Shares to Optionee upon exercise of this Option, then Optionee
shall immediately notify the Company in writing of such disposition. If Optionee is married, the Spousal Consent, attached hereto as Exhibit 1, should be completed by Optionee's spouse and
returned with this Agreement.

3.       TAX
CONSEQUENCES. OPTIONEE UNDERSTANDS THAT OPTIONEE MAY SUFFER ADVERSE TAX CONSEQUENCES AS A RESULT OF OPTIONEE'S PURCHASE OR DISPOSITION OF THE SHARES. OPTIONEE
REPRESENTS THAT OPTIONEE HAS CONSULTED WITH ANY TAX CONSULTANT(S) OPTIONEE DEEMS ADVISABLE IN CONNECTION WITH THE PURCHASE OR DISPOSITION OF THE SHARES AND THAT OPTIONEE IS NOT RELYING ON THE COMPANY
FOR ANY TAX ADVICE.

4.       ENTIRE
AGREEMENT. The Plan and the Stock Option Agreement are incorporated herein by reference. This Stock Option Exercise Agreement, the Plan and the Stock Option
Agreement constitute the entire agreement and understanding and supersede in their entirety all prior understandings and agreements of the Company and Optionee with respect to the subject matter
hereof, and are governed by California law except for that body of law pertaining to choice of law or conflicts of law.

|Date:                 |  |  | 
|--------------------- |  |  | 
|SIGNATURE OF OPTIONEE |  | 

---





EXHIBIT 1        SPOUSAL CONSENT

I
have read the foregoing Stock Option Exercise Agreement (the "AGREEMENT") and I know its contents. I consent to and approve of the Agreement, and agree that the shares of the Common
Stock of FormFactor, Inc. purchased pursuant to the Agreement (the "SHARES") including any interest I may have in the Shares, are subject to all the provisions of the Agreement. I will take no
action at any time to hinder application of the Agreement to the Shares or to any interest I may have in the Shares.

|SIGNATURE OF OPTIONEE'S SPOUSE   |  | Date: | 
|-------------------------------- |  | ----- | 
|SPOUSE'S NAMETYPED OR PRINTED   |  |       | 
|OPTIONEE'S NAMETYPED OR PRINTED |  |       | 

---





[FORMFACTOR LOGO]

2002 EQUITY INCENTIVE PLAN  RESTRICTED STOCK UNIT AGREEMENT

FormFactor, Inc.,
a Delaware corporation (the "Company"), hereby awards Restricted Stock Units ("RSUs") to the Participant named below as of the Date of Award set forth below pursuant to the
Company's 2002 Equity Incentive Plan, as amended (the "Plan"). The terms and conditions of the Award are set forth in this cover sheet, in the attached Restricted Stock Unit Agreement (the
"Agreement") and in the Plan. Capitalized terms not defined in this Agreement have the meaning ascribed to them in the Plan.

|Name of Participant: | 
|-------------------- | 

|Participant's Social Security or Global ID Number: | 
|-------------------------------------------------- | 

|Participant's Address: | 
|---------------------- | 
|                       | 

|Award Number: | 
|------------- | 

|Date of Award: | 
|-------------- | 

|Number of Restricted Stock Units Awarded: | 
|----------------------------------------- | 

|Amount Paid by Participant for the RSUs Awarded: |  | 
|------------------------------------------------ |  | 

|Vesting Schedule: |  | Provided the Participant renders continuous service to the Company, the RSUs will become incrementally vested as to            % of the total
number of RSUs awarded (rounded to nearest whole number), on each of the following dates:
|----------------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                  |  |                                                                                                                                                                                                                                        

The Company has signed this Agreement effective as of the Date of Award and has caused it to be executed in duplicate by its duly authorized representative.

FORMFACTOR, INC.

[Name]

[Title]

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FORMFACTOR, INC.  2002 EQUITY INCENTIVE PLAN  RESTRICTED STOCK UNIT AGREEMENT  TERMS AND CONDITIONS

This
Award is subject to the following Terms and Conditions and the terms and conditions of the Plan, which are incorporated herein by reference. The Participant and the Company agree to execute such
further instruments and to take such further action as may reasonably be necessary to carry out the intent of this Agreement.

This
Agreement, the Plan and the preceding cover sheet constitute the entire agreement and understanding of the Company and the Participant with respect to this Award and supersede all prior
understandings and agreements with respect to such subject matter. If there is any discrepancy, conflict or omission between this Agreement and the provisions of the Plan as interpreted by the
Committee, the provisions of the Plan shall apply.

1.EFFECT OF TERMINATION OF EMPLOYMENT.If the Participant's employment is terminated by the
Participant or by the Company before an applicable vesting date for any reason, all of the RSUs which have not yet vested shall be forfeited without consideration.

2.SETTLEMENT.To the extent an RSU becomes vested, and subject to the Participant's satisfaction of
any tax withholding obligations as discussed below, each vested RSU will be settled in Shares on the applicable vesting date(s) (or the first market trading day thereafter if the vesting date is not a
market trading day) in exchange for such RSU. Issuance of Shares shall be in complete satisfaction of such vested RSUs. Such settled RSUs shall be immediately cancelled and no longer outstanding and
you shall have no further rights or entitlements related to those settled RSUs.

3.RESTRICTIONS ON ISSUANCE.The Company will not issue any Shares if the issuance of such Shares at
that time would violate any law or regulation.

4.TAX WITHHOLDING OBLIGATIONS.The Participant shall satisfy his or her withholding tax obligations,
but no more than the minimum statutory withholding amounts, by having the Company withhold all or a portion of any Shares that otherwise would be issued to the Participant. The withholding tax
obligations and the Shares to be withheld for such obligations shall be valued based on the Fair Market Value of the Shares as of the last market trading day immediately preceding the Vesting Date.
Any payment of taxes by assigning Shares to the Company may be subject to restrictions, including, but not limited to, any restrictions required by rules of the Securities and Exchange Commission or
the Financial Accounting Standards Board.

5.TAX ADVICE.The Participant represents, warrants and acknowledges that the Company has made no
warranties or representations to the Participant with respect to the income tax consequences of the transactions contemplated by this Agreement, and the Participant is in no manner relying on the
Company or the Company's representatives for an assessment of such tax consequences. THE PARTICIPANT UNDERSTANDS THAT THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE. THE PARTICIPANT SHOULD CONSULT
HIS OR HER OWN TAX ADVISOR REGARDING ANY RESTRICTED STOCK UNITS. NOTHING STATED HEREIN IS INTENDED OR WRITTEN TO BE USED, AND CANNOT BE USED, FOR THE PURPOSE OF AVOIDING TAXPAYER PENALTIES.

6.NON-TRANSFERABILITY.The RSUs may not be anticipated, assigned, attached, garnished,
optioned, transferred or made subject to any creditor's process, whether voluntarily or involuntarily or by operation of law other than under the terms and conditions of the Plan. The terms of the
RSUs shall be binding upon the legal representatives and authorized executors and assignees of Participant.

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7.RESTRICTION OF TRANSFER.Regardless of whether the transfer or issuance of the Shares to be issued
pursuant to the vesting of RSUs has been registered under the Securities Act or has been registered or qualified under the securities laws of any state, the Company may impose additional restrictions
upon the sale, pledge, or other transfer of the Shares (including the placement of appropriate legends on stock certificates and the issuance of stop-transfer instructions to the Company's
transfer agent) if, in the judgment of the Company and the Company's counsel, such restrictions are necessary in order to achieve compliance with the provisions of the Securities Act, the securities
laws of any state, or any other law.

8.RIGHTS AS SHAREHOLDER.The Participant holding RSUs shall have no rights other than those of a
general creditor of the Company. Subject to the terms of this Agreement, the Participant holding outstanding RSUs has none of the rights and privileges of a shareholder of the Company, including no
right to vote or to receive dividends (if any). Subject to the terms and conditions of this Agreement, RSUs create no fiduciary duty of the Company to the Participant and only represent an unfunded
and unsecured contractual obligation of the Company. The RSUs shall not be treated as property or as a trust fund of any kind.

9.ADMINISTRATION.The Committee shall have the power to interpret the Plan and this Agreement and to
adopt such rules for the administration, interpretation, and application of the Plan as are consistent therewith and to interpret or revoke any such rules. All actions taken and all interpretations
and determinations made by the Committee shall be final and binding upon the Participant, the Company, and all other interested persons. No member of the Committee shall be personally liable for any
action, determination, or interpretation made in good faith with respect to the Plan or this Agreement.

10.EFFECT ON OTHER EMPLOYEE BENEFIT PLANS.The value of the RSUs awarded pursuant to this Agreement
shall not be included as compensation, earnings, salaries, or other similar terms used when calculating the Participant's benefits under any employee benefit plan sponsored by the Company except as
such plan otherwise expressly provides. The Company expressly reserves its rights to amend, modify, or terminate any of the Company's employee benefit plans.

11.NO EMPLOYMENT RIGHTS.The award of the RSUs pursuant to this Agreement shall not give the
Participant any right to remain employed by the Company or a Subsidiary. The Participant agrees that the Participants rights hereunder shall be subject to set-off by the Company for any
valid debts the Participant owes the Company.

12.NOTICES.Any notice to be given under the terms of this Agreement to the Company shall be
addressed to the Company in care of its Secretary. Any notice to be given to the Participant shall be addressed to the Participant at the address listed in the employer's records. By a notice given
pursuant to this Section, either party may designate a different address for notices. Any notice shall have been deemed given when actually delivered.

13.SEVERABILITY.If all or any part of this Agreement or the Plan is declared by any court or
governmental authority to be unlawful or invalid, such unlawfulness or invalidity shall not invalidate any portion of this Agreement or the Plan not declared to be unlawful or invalid. Any Section of
this Agreement (or part of such a Section) so declared to be unlawful or invalid shall, if possible, be construed in a manner which will give effect to the terms of such Section or part of a Section
to the fullest extent possible while remaining lawful and valid.

14.CONSTRUCTION.The RSUs are being issued pursuant to the Plan and are subject to the terms of the
Plan. A copy of the Plan has been made available to the Participant, and additional copies of the Plan are available upon request during normal business hours at the principal executive offices of the
Company. To the extent that any provision of this Agreement violates or is inconsistent with an express

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provision
of the Plan, the Plan provision shall govern and any inconsistent provision in this Agreement shall be of no force or effect.

15.ADJUSTMENTS.In the event of a stock split, a stock dividend or a similar change in the Company
stock, the number of outstanding RSUs covered under this Agreement may be adjusted pursuant to the Plan.

16.LIABILITY.The Company (or members of the Board or Committee) shall not be liable to the
Participant or other persons as to: (i) the non-issuance or sale of Shares as to which the Company has been unable to obtain from any regulatory body having jurisdiction the
authority deemed by the Company's counsel to be necessary to the lawful issuance and sale of any Shares hereunder; and (ii) any unexpected or adverse tax consequence realized by the Participant
or other person due to the award, receipt, or settlement of RSUs or Shares under this Agreement.

17.MISCELLANEOUS.

17.1  This
Agreement shall be subject to all applicable laws, rules, and regulations, and to such approvals by any governmental agencies or national securities exchanges as
may be required.

17.2  The
Company may assign any of its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the successors and assigns of the
Company. Subject to the restrictions on transfer set forth herein, this Agreement shall be binding upon the Participant and Participant's legal representatives and authorized assignees.

17.3  To
the extent not preempted by federal law, this Agreement shall be governed by, and construed in accordance with, the laws of the State of California.

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