exv10w01



 






EXHIBIT 10.01




SEPARATION AGREEMENT AND GENERAL RELEASE




     1. Purpose of Agreement: The intent of this Separation Agreement and General Release
(“Agreement”) is to mutually, amicably and finally resolve and compromise all issues and claims
surrounding the employment of Jens Meyerhoff (“Employee”) with FormFactor, Inc. (“Company”) and the
separation thereof.



     2. Separation of Employment: Company and Employee agree that the last day of his employment
with the Company including its affiliates was July 15, 2005 (“Separation Date”). As of the
Separation Date, Employee was no longer eligible to receive further payments for wages, salary,
vacation or benefits. Employee acknowledges that as of the Separation Date, he received payment in
full for all of his accrued salary and vacation through the Separation Date. Thereafter, Employee
will be eligible for continuation of health insurance benefits at Employee’s own expense pursuant
to the provisions of COBRA.



     3. Company’s Consideration for Agreement: In exchange for the release and agreements that
Employee is making in this Agreement, the Company will:




	 	(a)	 	Pay Employee six months of his regular, base compensation in an amount equal to
$140,000, less all applicable deductions, as a lump sum payment within ten (10)
business days of his execution of this Agreement.
	 
	 	(b)	 	Subject to Employee’s continuing compliance with this Agreement and the
Confidentiality Agreement (as defined in Section 6), pay Employee his Target Bonus for
2005 of $238,000, less all applicable deductions, to be paid by February 28, 2006; and
	 
	 	(c)	 	Employee shall be credited with six months of vesting credit under each option
to purchase shares of the Company’s stock (each an “Option”) held by Employee at the
date of his termination of employment so that each Option shall vest for the additional
number of shares for which that Option would have otherwise been vested for such Option
had Employee actually completed an additional six months of employment with the Company
prior to the date of his termination of employment. Except as set forth herein,
Employee’s equity awards remain subject to the terms of the applicable plan and award
agreement, including the post-termination of employment exercise period and any
applicable repurchase rights.
	 
	 	(d)	 	Provide executive plan out placement services through Drake Beam Morin.
	 
	 	(e)	 	Reimburse all outstanding employee expenses consistent with Company policy.




 









 











     Employee acknowledges and agrees but for his execution of this Agreement, he would not
otherwise be entitled to the benefits described in this paragraph 3.



     4. Employee’s Consideration for Agreement: In further consideration for the payments
described in paragraph 3 and undertakings described in this Agreement, Employee releases and waives
any and all claims that he might possibly have against the Company, whether he is aware of them or
not. In legal terms, this means that, individually and on behalf of his representatives,
successors, and assigns, Employee does hereby completely release and forever discharge the Company,
its parents, subsidiaries, affiliates, successors, assigns, directors, officers, managers, agents,
and past and present employees (“the Releasees”) from all claims, rights, demands, actions,
obligations, and causes of action of any and every kind, nature and character, known or unknown,
which Employee may now have, or has ever had, against them including arising from or in any way
connected with Employee’s employment with the Company and/or the termination thereof. This Release
covers all statutory, common law, constitutional and other claims, including but not limited to:




	 	(a)	 	Any and all claims for wrongful discharge, constructive discharge, or wrongful
demotion;
	 
	 	(b)	 	Any and all claims relating to any contracts of employment, express or implied,
or breach of the covenant of good faith and fair dealing, express or implied;
	 
	 	(c)	 	Any and all tort claims of any nature, including but not limited to claims for
negligence, defamation, misrepresentation, fraud, or negligent or intentional
infliction of emotional distress;
	 
	 	(d)	 	Any and all claims under federal, state or municipal statutes or ordinances;
any claims under the California Fair Employment and Housing Act, Title VII of the Civil
Rights Act of 1964, the Civil Rights Act of 1991, 42 U.S.C. Section 1981, the Age
Discrimination in Employment Act, the Older Workers’ Benefit Protection Act, the
Americans With Disabilities Act, the Employment Retirement Income Security Act, the
California Labor Code, and any other laws and regulations relating to employment;
	 
	 	(e)	 	Any and all claims for unpaid wages, bonuses, commissions or other
compensation; and
	 
	 	(f)	 	Any and all claims for attorneys’ fees or costs.




Employee further agrees that if any such claim is prosecuted in his name before any court or
administrative agency, he waives and agrees not to take any award of money or other damages from
such suit.




     5. Waiver of Unknown Future Claims: Employee has read Section 1542 of the Civil Code of the
State of California, which provides as follows:



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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES
NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING
THE RELEASE, WHICH IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS
SETTLEMENT WITH THE DEBTOR.


Employee understands that Section 1542 gives him the right not to release existing claims of which
he is not now aware, unless he voluntarily chooses to waive this right. Even though he is aware of
this right, Employee nevertheless hereby voluntarily waives the rights described in Section 1542,
and elects to assume all risks for claims that now exist in his favor, known or unknown, arising
from the subject matter of this Agreement. This paragraph 5 does not affect claims covered by the
agreement to arbitrate disputes related to the construction or application of this Agreement, or
the enforcement or breach of this Agreement, as stated in paragraph 15.




     6. Proprietary Information. Employee acknowledges and agrees that he remains bound by the
terms of the Company’s Employment, Confidential Information and Invention Assignment Agreement,
(the “Confidentiality Agreement”), a copy of which is attached as Exhibit 1 and which is
incorporated herein by reference.



     7. Confidentiality of Agreement: Employee agrees that the terms and conditions of this
Agreement are strictly confidential. He shall not disclose, discuss or reveal the terms or
negotiation of this Agreement to any persons, entities or organizations except as follows: (a) as
required by court order; (b) to Employee’s spouse; or (c) to Employee’s attorneys or accountants
provided that they are advised as to and agree to observe the confidentiality of such information.



     8. Interpretation and Construction of Agreement: This Agreement shall be construed and
interpreted in accordance with the laws of the State of California. Regardless of which party
initially drafted this Agreement, it shall not be construed against any one party, and shall be
construed and enforced as a mutually prepared Agreement.



     9. No Admission of Liability. By entering into this Agreement, the Company is not admitting
to any liability, wrongdoing or legal violation whatsoever with regard to the employment
relationship between the parties or with respect to any claims released herein. The Company
expressly denies any and all such liability and wrongdoing.



     10. Non-Disparagement: Company and Employee agree not to disparage the other party to any
individual, organization or entity. Employee agrees that he shall not make negative statements or
representations, or otherwise communicate negatively, directly or indirectly, in writing, orally,
or otherwise, or take any action which may, directly or indirectly, disparage or be damaging to the
Company, its subsidiaries, affiliates, successors or their officers, directors, employees, business
or reputation. Employee acknowledges that the press release issued on July 18, 2005 with respect
to his separation complies with this Agreement.



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     11. Older Workers’ Benefit Protection Act: Pursuant to the Age Discrimination in Employment
Act and the Older Workers’ Benefit Protection Act, the Company hereby advises Employee of the
following:




	 	(a)	 	Employee is advised to consult with an attorney prior to signing this Agreement.
	 
	 	(b)	 	Employee has up to twenty-one (21) days within which to consider whether he
should sign this Agreement. Employee may sign this Agreement at any time during this
21-day period. This 21-day period begins on the date the Company first provides
Employee with the Agreement providing additional consideration in return for a general
release of claims.
	 
	 	(c)	 	If Employee signs the Agreement, he shall have seven (7) days thereafter to
revoke the Agreement. To revoke the Agreement, Employee must deliver written notice of
the revocation to Hank Feir, the Company’s Vice President of Human Resources, so that
it is received before the seven-day revocation period expires.





     12. Complete and Voluntary Agreement: Employee acknowledges that he has read and understands
this Agreement; that he has had the opportunity to seek legal counsel of his own choosing and to
have the terms of the Agreement fully explained to him; that he is not executing this Agreement in
reliance on any promises, representations or inducements other than those contained herein; and
that he is executing this Agreement voluntarily, free of any duress or coercion. Employee
specifically understands that by entering into this Agreement he is forever foreclosed from
pursuing any of the claims he has waived in paragraph 4 and 5 above.



     13. Severability Clause: Should any of the provisions of this Agreement be determined to be
invalid or unenforceable by a court or government agency of competent jurisdiction, it is agreed
that such determination shall not affect the enforceability of the other provisions herein.



     14. Scope of Agreement. This Agreement constitutes the entire understanding of the parties on
the subjects covered. Except as expressly provided here, this Agreement supersedes and renders
null and void any and all prior agreements between Employee and the Company.



     15. Arbitration. The parties agree that any controversy involving the construction or
application of any terms, covenants or conditions of this Agreement, or any claims arising out of
or relating to this Agreement or the breach thereof, with the exception of claims relating to
violation of the Company’s Employment, Confidential Information and Invention Assignment Agreement,
will be submitted to and settled by final and binding arbitration, pursuant to the Federal
Arbitration Act, in Alameda County, California. Each side will bear its own attorneys’ fees in any
such arbitration, and the arbitrator shall not have authority to award attorneys’ fees unless a
statutory section at issue in the dispute authorizes the award of attorneys’ fees to the prevailing
party, in which case the arbitrator has the authority to make such award as permitted by the
statute in question.



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PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS A FULL RELEASE OF LEGAL CLAIMS, BOTH KNOWN CLAIMS
AND UNKNOWN CLAIMS.




	 	 	 	 	 	 	 
	Jens Meyerhoff	 	 	 	 
	 	 	 	 	 
	Employee Name (Print)	 	 	 	 
	 
	 	 	 	 	 	 
	/s/ Jens Meyerhoff	 	 	 	July 20, 2005
	 	 	 	 	 
	Employee Signature	 	 	 	Date
	 
	 	 	 	 	 	 
	THE COMPANY	 	 	 	 
	By:

	 	   /s/ Hank Feir
	 	 	 	July 20, 2005
	 

	 	 
	 	 	 	 
	 

	 	Hank Feir
	 	 	 	Date
	 

	 	Vice President, Human Resources	 	 	 	 







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EXHIBIT 1




FormFactor, Inc.




AGREEMENT REGARDING EMPLOYMENT, CONFIDENTIAL INFORMATION, INVENTION ASSIGNMENT, AND ARBITRATION




     As a condition of my employment with FormFactor, Inc., its subsidiaries, affiliates,
successors or assigns (together the “Company”), and in consideration of my employment with the
Company and my receipt of the compensation now and hereafter paid to me by Company, I agree to the
following:



1. At-Will Employment. I UNDERSTAND AND ACKNOWLEDGE THAT MY EMPLOYMENT WITH THE COMPANY IS
FOR AN UNSPECIFIED DURATION AND CONSTITUTES “AT-WILL” EMPLOYMENT. I ACKNOWLEDGE THAT THIS
EMPLOYMENT RELATIONSHIP MAY BE TERMINATED AT ANY TIME, WITH OR WITHOUT GOOD CAUSE OR FOR ANY OR NO
CAUSE, AT THE OPTION EITHER OF THE COMPANY OR MYSELF, WITH OR WITHOUT NOTICE.




2. Confidential Information.




     (a) Company Information. I agree at all times during the term of my employment and
thereafter, to (i) hold in strictest confidence, (ii) not use, except for the benefit of the
Company, and (iii) not disclose to any person, firm or corporation without prior written consent
and instruction from an authorized officer of the Company, any Confidential Information of the
Company. I understand that “Confidential Information” means any Company proprietary information,
technical data, trade secrets or know-how, including, but not limited to, research, product plans,
products, services, customer lists and customers (including, but not limited to, customers of the
Company on whom I called or with whom I became acquainted during the term of my employment),
markets, software, developments, inventions, processes, formulas, technology, designs, drawings,
engineering, hardware configuration information, marketing, finances or other business information
disclosed to me by the Company either directly or indirectly in writing, orally or by drawings or
observation of parts or equipment. I further understand that Confidential Information does not
include any of the foregoing items that has become publicly known and made generally available
through no wrongful act of mine or of others who were under confidentiality obligations as to the
item or items involved.



     (b) Former Employer Information. I agree that I will not, during my employment with
the Company, improperly use or disclose any proprietary information or trade secrets of any former
or concurrent employer or other person or entity and that I will not bring onto the premises of the
Company any unpublished document or proprietary information belonging to any such employer, person
or entity unless consented to in writing by such employer, person or entity.



     (c) Third Party Information. I recognize that the Company has received and in the
future will receive from third parties their confidential or proprietary information subject to a
duty on the Company’s part to maintain the confidentiality of such information and to use it only
for certain limited purposes. I agree to hold all such confidential or proprietary information in
the strictest confidence and not to disclose it to any person, firm or corporation or to use it
except as necessary in carrying out my work for the Company consistent with the Company’s agreement
with such third party.



 









 





3. Inventions.




     (a) Inventions Retained and Licensed. I have attached hereto, as Exhibit A, a list
describing all inventions, original works of authorship, developments, improvements, and trade
secrets which (i) were made by me prior to my employment with the Company (collectively referred to
as “Prior Inventions”), (ii) belong to me, (iii) relate to the Company’s proposed business,
products or research and development, and (iv) are not assigned to the Company hereunder; or, if no
such list is attached, I represent on Exhibit A that there are no such Prior Inventions. If in the
course of my employment with the Company, I incorporate into a Company product, process or machine
a Prior Invention owned by me or in which I have an interest, the Company is hereby granted and
shall have a nonexclusive, royalty-free, irrevocable, perpetual, worldwide license to make, have
made, modify, use and sell such Prior Invention as part of or in connection with such product,
process or machine.



     (b) Assignment of Inventions. I agree that I will promptly make full written
disclosure to the Company, will hold in trust for the sole right and benefit of the Company, and
hereby assign to the Company, or its designee, all my right, title, and interest in and to any and
all inventions, original works of authorship, developments, concepts, improvements or trade
secrets, whether or not patentable or registrable under copyright or similar laws, which I may
solely or jointly conceive or develop or reduce to practice, or cause to be conceived or developed
or reduced to practice, during the period of time I am in the employ of the Company (collectively
referred to as “Inventions”), except as provided in Section 3(f) below. I further acknowledge that
all original works of authorship which are made by me (solely or jointly with others) within the
scope of and during the period of my employment with the Company and which are protectible by
copyright are “works made for hire,” as that term is defined in the United States Copyright Act.



     (c) Inventions Assigned to the United States. I agree to assign to the United States
government all my right, title, and interest in and to any and all Inventions whenever such full
title is required to be in the United States by a contract between the Company and the United
States or any of its agencies.



     (d) Maintenance of Records. I agree to keep and maintain adequate and current written
records of all Inventions made by me (solely or jointly with others) during the term of my
employment with the Company. The records will be in the form of notes, sketches, drawings, and any
other format that may be specified by the Company. The records will be available to and remain the
sole property of the Company at all times.



     (e) Patent and Copyright Registrations. I agree to assist the Company, or its
designee, at the Company’s expense, in every proper way to secure the Company’s rights in the
Inventions and any copyrights, patents, mask work rights or other intellectual property rights
relating thereto in any and all countries, including the disclosure to the Company of all pertinent
information and data with respect thereto, the execution of all applications, specifications,
oaths, assignments and all other instruments which the Company shall deem necessary in order to
apply for and obtain such rights and in order to assign and convey to the Company, its successors,
assigns, and nominees the sole and exclusive rights, title and interest in and to such Inventions,
and any copyrights, patents, mask work rights or other intellectual property rights relating
thereto. I further agree that my obligation to execute or cause to be executed, when it is in my
power to do so, any such instrument or papers shall continue after the termination of this
Agreement, with the understanding that I will not receive any additional compensation for meeting
this obligation. If the Company is unable because of my mental or physical incapacity or for any
other reason to secure my signature to apply for or to pursue any application for any United States
or foreign patents or copyright registrations covering Inventions or original works of authorship
assigned to the Company as above, then I hereby irrevocably designate and appoint the Company and
its duly authorized officers and agents as my



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agent and attorney in fact, to act for and in my behalf and stead to execute and file any such
applications and to do all other lawfully permitted acts to further the prosecution and issuance of
letters patent or copyright registrations thereon with the same legal force and effect as if
executed by me.




     (f) Exception to Assignments. I understand that the provisions of this Agreement
requiring assignment of Inventions to the Company do not apply to any invention which qualifies
fully under the provisions of California Labor Code Section 2870 (attached hereto as Exhibit B). I
will advise the Company promptly in writing of any inventions that I believe meet the criteria in
California Labor Code Section 2870 and are not otherwise disclosed on Exhibit A.



4. Duty not to Compete. I understand that my employment with the Company requires my
undivided attention and effort. As a result, during my employment, I will not, without the
Company’s express prior written consent, engage in any employment or business other than for the
Company. Additionally, I will not invest in or assist in any manner any business which directly or
indirectly competes with the business or future business plans of the Company, except that I may
own up to one percent (1%) of the stock of a publicly-held company.




5. Returning Company Documents. I agree that, at the time of leaving the employ of the
Company, I will deliver to the Company (and will not keep in my possession, recreate or deliver to
anyone else) any and all devices, records, data, notes, reports, proposals, lists, correspondence,
specifications, drawings blueprints, sketches, materials, equipment, other documents or property,
or reproductions of any aforementioned items developed by me pursuant to my employment with the
Company or otherwise belonging to the Company, its successors or assigns. In the event of the
termination of my employment, I agree to sign and deliver the “Termination Certification” attached
hereto as Exhibit C.




6. Notification of New Employer. In the event that I leave the employ of the Company, I
hereby grant consent to notification by the Company to my new employer about my rights and
obligations under this Agreement.




7. Solicitation of Employees. I agree that for a period of twelve (12) months immediately
following the termination of my relationship with the Company for any reason, whether with or
without cause, I shall not either directly or indirectly solicit, induce, recruit or encourage any
of the Company’s employees to leave their employment, or take away such employees, or attempt to
solicit, induce, recruit, encourage or take away employees of the Company, either for myself or for
any other person or entity.




8. Conflict of Interest Guidelines. I agree to diligently adhere to the Conflict of
Interest Guidelines attached as Exhibit D hereto.




9. Representations. I agree to execute any proper oath or verify any proper document
required to carry out the terms of this Agreement. I represent that my performance of all the
terms of this Agreement will not breach any agreement to keep in confidence proprietary information
acquired by me in confidence or in trust prior to my employment by the Company. I have not entered
into, and I agree I will not enter into, any oral or written agreement in conflict herewith.




10. Arbitration.




     (a) Arbitration. The Company and I agree that any dispute or controversy arising out
of, or relating to, or concerning our employment relationship, with the exception of those claims
set forth in Section 10(b) below, shall be settled by arbitration to be held in Alameda County,
California, in accordance with the Employment Dispute Resolution Rules then in effect of the
American Arbitration Association, and



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permitting adequate and reasonable discovery. The arbitrator may grant injunctions or other relief
in such dispute or controversy. The decision of the arbitrator, which shall be rendered in a
written opinion, shall be final, conclusive and binding on the parties to the arbitration.
Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. The Company
shall pay the costs and expenses of such arbitration, and unless authorized by a specific statute,
each party shall separately pay its own attorneys’ fees and legal expenses.




     The arbitration provision constitutes a waiver of both parties’ right to a jury trial and
relates to the resolution of all disputes relating to all aspects of the employer/employee
relationship (except as provided in Section 10(b) below), including but not limited to, the
following claims:




	 	i.	 	Any and all common law claims, including tort and contract claims
and including wrongful discharge of employment, breach of contract, both express
and implied, breach of the covenant of good faith and fair dealing, both express
and implied, negligent or intentional infliction of emotional distress,
negligent or intentional misrepresentation, negligent or intentional
interference with contract or prospective economic advantage and defamation;
	 
	 	ii.	 	Any and all claims for violation of any federal, state or
municipal statute, including, but not limited to, Title VII of the Civil Rights
Act of 1964, the Civil Rights Act of 1991, the Age Discrimination In Employment
Act of 1967, the Americans with Disabilities Act of 1990, the Fair Labor
Standards Act, the California Fair Employment and Housing Act, the California
Labor Code; and
	 
	 	iii.	 	Any and all claims arising out of any other laws and regulations
relating to employment or employment discrimination.





     (b) Claims Excluded From Arbitration. The only claims which are excluded from this
arbitration agreement, and which shall not be subject to arbitration are the following: claims for
workers’ compensation benefits or penalties; claims for unemployment insurance; claims for unpaid
earned wages (including associated penalties and liquidated damages); and claims for preliminary
and/or temporary injunctive relief including claims for breach or threatened breach of Sections 2,
3, 5 and/or 7 herein. Any claims for permanent injunctive relief shall be subject to arbitration.



     (c) Consideration. I understand that each party’s promise to resolve claims by
arbitration in accordance with the provisions of this Agreement, rather than through the courts, is
consideration for the other party’s like promise. I further understand that I am offered employment
in consideration of my promise to arbitrate claims.



11. General Provisions.




     (a) Governing Law; Consent to Personal Jurisdiction. This Agreement will be governed
by the laws of the State of California, without regarding to its conflict of laws provisions. I
hereby expressly consent to the personal jurisdiction of the state and federal courts located in
California for any lawsuit filed there against me by the Company arising from or relating to this
Agreement.



     (b) Entire Agreement. This Agreement sets forth the entire agreement and
understanding between the Company and me relating to the subject matter herein and merges all prior
discussions between us. No modification of or amendment to this Agreement, nor any waiver of any
rights under this agreement,



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will be effective unless in writing signed by the party to be charged. Any subsequent change or
changes in my duties, salary or compensation will not affect the validity or scope of this
Agreement.




     (c) Severability. If one or more of the provisions in this Agreement are deemed void
by law, then the remaining provisions will continue in full force and effect.



     (d) Successors and Assigns. This Agreement will be binding upon my heirs, executors,
administrators and other legal representatives and will be for the benefit of the Company, its
successors, and its assigns.



	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Signature	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	Name of Employee	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Witnessed by:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Signature	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Name	 	 	 	 






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EXHIBIT A




LIST OF PRIOR INVENTIONS

AND ORIGINAL WORKS OF AUTHORSHIP




	 	 	 	 	 	 	 
	 	 	 	 	Identifying Number	 	 
	Title	 	Date	 	or Brief Description	 	 
	 
	 

	 	 
	 	 	 	 





                    No inventions or improvements




                    Additional sheets attached




	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	Signature of Employee:

	 	 	 	 
	 	 
	 

	 	 	 	 	 
	 
	 	 	 	 	 	 
	Print
Name of Employee: 

	 	 	 	 
	 	 
	 	 	 	 





	 	 	 	 	 
	Date:

	 	 	 	 
	 

	 	 	 	 





 










 






EXHIBIT B




CALIFORNIA LABOR CODE SECTION 2870

EMPLOYMENT AGREEMENTS;

ASSIGNMENT OF RIGHTS




     “A. Any provision in an employment agreement which provides that an employee shall assign, or
offer to assign, any of his or her rights in an invention to his or her employer shall not apply to
an invention that the employee developed entirely on his or her own time without using the
employer’s equipment, supplies, facilities, or trade secret information except for those inventions
that either:



          (1) Relate at the time of conception or reduction to practice of the invention to the
employer’s business, or actual or demonstrably anticipated research or development of the employer.



          (2) Result from any work performed by the employee for the employer.



     B. To the extent a provision in an employment agreement purports to require an employee to
assign an invention otherwise excluded from being required to be assigned under subdivision (a),
the provision is against the public policy of this state and is unenforceable.”



 









 





EXHIBIT C




FormFactor, Inc.




TERMINATION CERTIFICATION




     This is to certify that I do not have in my possession, nor have I failed to return, any
devices, records, data, notes, reports, proposals, lists, correspondence, specifications, drawings,
blueprints, sketches, materials, equipment, other documents or property, or reproductions of any
aforementioned items belonging to FormFactor, Inc., its subsidiaries, affiliates, successors or
assigns (together, the “Company”).



     I further certify that I have complied with all the terms of the Company’s Agreement Regarding
Employment, Confidential Information, Invention Assignment, and Arbitration signed by me, including
the reporting of any inventions and original works of authorship (as defined therein), conceived or
made by me (solely or jointly with others) covered by that agreement.



     I further agree that, in compliance with the Agreement Regarding Employment, Confidential
Information, Invention Assignment, and Arbitration, I will preserve as confidential all trade
secrets, confidential knowledge, data or other proprietary information relating to products,
processes, know-how, designs, formulas, developmental or experimental work, computer programs, data
bases, other original works of authorship, customer lists, business plans, financial information or
other subject matter pertaining to any business of the Company or any of its employees, clients,
consultants or licensees.



     I further agree that for twelve (12) months from this date, I will not hire any employees of
the Company and I will not solicit, induce, recruit or encourage any of the Company’s employees to
leave their employment.



	 	 	 	 	 	 	 
	Date:
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(Employee’s Signature)	 	 
	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	 

	 	 	 	(Type/Print Employee’s Name)	 	 






 









 






EXHIBIT D




FormFactor, Inc.




CONFLICT OF INTEREST GUIDELINES1




     Business dealings that appear to create a conflict between the interests of FormFactor and an
employee are unacceptable. FormFactor recognizes the rights of employees to engage in activities
outside of their employment which are of a private nature and unrelated to our business. However,
employees must disclose any possible conflicts so that FormFactor may assess and prevent potential
conflicts of interest from arising. A potential or actual conflict of interest occurs whenever an
employee is in a position to influence a decision that may result in a personal gain for the
employee, an immediate family member (i.e., spouse or significant other, children, parents,
siblings) or a personal friend as a result of FormFactor’s business dealings. Special care must be
taken to avoid the occurrence, or even the impression, of a conflict of interest.



     Although it is not possible to specify every action that might create a conflict of interest,
this Code sets forth those actions that most frequently present problems. If you have any question
whether an action or proposed course of conduct would create a conflict of interest, you should
immediately contact an individual within the Human Resources Department or an attorney in the Legal
Department to obtain advice on the issue.



     A. Outside Employment



     FormFactor expects its full-time employees to devote their full energies to the Company.
Generally, full-time employees should not accept outside employment. To ensure that no conflicts
exist between your employment with the Company and any outside work activities, all employees are
required to obtain written approval from the Human Resources Department before participating in
outside work activities. Employees are hired and continue in FormFactor’s employ with the
understanding that FormFactor is their primary employer and that other employment or commercial
involvement that is in conflict with the business interests of FormFactor is strictly prohibited.
In general, outside work activities are not allowed when they:




	 	•	 	Prevent the employee from fully performing work for which he/she is
employed at FormFactor, including overtime assignments,
	 
	 	•	 	Involve organizations that are doing or seek to do business with
FormFactor, including actual or potential vendors or customers, or
	 
	 	•	 	Violate provisions of law or FormFactor’s policies or rules.





     From time to time, FormFactor employees may be required to work beyond normally scheduled
hours. Employees must perform this work when requested. In cases of conflict with any outside
activity, the employee’s obligations to FormFactor should be given priority.





 




	1	 	These Conflict of Interest Guidelines can
also be found in the Company’s Statement of Corporate Code of Business
Conduct.




 









 











	 	B.	 	Financial and Leadership Interests in Other Business






	 	1.	 	Holdings





     An employee and his/her immediate family may not own or hold any significant interest in a
supplier, customer or competitor of FormFactor, except where such ownership or interest consists of
securities in a publicly owned company and that securities are regularly traded on the open market.
For such publicly traded companies, you may hold up to US$25,000 worth of stock or two percent
(2%) of the company’s outstanding shares, whichever is greater. FormFactor may issue additional
rules for officers and/or other groups of employees.




	 	2.	 	Outside Directorships





     Vice Presidents and above may not serve as an officer or on the Board of Directors of any
other company without obtaining prior written approval from the Compensation Committee of
FormFactor’s Board of Directors. All other FormFactor employees who wish to serve on the Board of
Directors of another company must obtain the prior written approval from both FormFactor’s Human
Resources Department and Legal Department.




	 	C.	 	Political Contributions





     FormFactor has a policy not to provide support to political candidates, to political parties,
to religious or fraternal organizations, to individuals or to ongoing capital or endowment
fundraising campaigns. An individual employee, in his/her private capacity, may provide support of
the type set forth in the preceding sentence.




	 	D.	 	Business Gifts and Entertainment






	 	1.	 	The Avoidance of Even the Appearance of Impropriety





     FormFactor’s business practices are driven by objective standards and established needs. To
this end, because even the appearance of improprieties may be misinterpreted, FormFactor has
established strict guidelines for the offering and acceptance of gifts, favored treatment and
entertainment. All employees are prohibited from offering or receiving gifts, except in those
specific circumstances in which all of the following criteria are met:




	 	•	 	Accepting or giving the gift does not violate applicable laws
	 
	 	•	 	The gifts are consistent with the Gift Guidelines set forth below
	 
	 	•	 	The gifts are not given in violation of the Foreign Corrupt Practices Act
	 
	 	•	 	The gifts are of limited value.






	 	2.	 	Gift Guidelines





     As a basic rule and starting point, no employee may solicit or accept gifts of significant
value, lavish entertainment or other benefits from potential and actual customers, suppliers or
competitors.



     The following guidelines are provided:




	 	•	 	Gifts should not be given, accepted or solicited in which the value
exceeds US$50, with the exception of those gifts described in the next
bullet point.
	 
	 	•	 	Gifts that do not exceed US$100 in value may be given for holidays,
births, deaths, weddings or similar occasions.




 









 






	 	•	 	You must disclose in writing to the Legal Department gifts falling
within any of the following parameters:






	 	o	 	All gifts given which have
a value in excess of US$50.
	 
	 	o	 	All gifts given in any
12-month period to a single entity or individual where
aggregate of all gifts exceed US$500.
	 
	 	o	 	All gifts received in any
3-month period where the aggregate value of the gifts
received exceeds US$100.






	 	•	 	Approval by a Corporate Vice President or higher-ranking executive
must be obtained to give a gift with a value greater than US$500.
	 
	 	•	 	Advance written clearance from an attorney in the Legal Department
for any gift being given to a government employee, public official,
political candidate or political party.






	 	 3.	 	  Entertainment





          Entertaining customers and suppliers is permitted only for the limited purpose of building
business relationships. You should at all times act in accordance with FormFactor’s business goals
and avoid any behavior that could even be perceived as an attempt to influence decisions, could
create an obligation to reciprocate, or could place anyone in a compromising position.
Reimbursable expenses extend only to entertainment for the benefit of FormFactor.





	 	E.	 	Interacting With Suppliers





     FormFactor evaluates and engages with qualified suppliers (including vendors) on an objective
basis grounded in fairness. When selecting suppliers, employees must assess each qualified
supplier’s ability to provide satisfy FormFactor’s business and technical needs and requirements.
In addition, purchasing decisions are based on the long-term cost and benefit to FormFactor. All
agreements will be negotiated in good faith and fair and reasonable between the parties.



     FormFactor at all times treats existing suppliers, and potential suppliers, fairly and in good
faith. “Kickbacks” of any kind violate our Company’s business ethics and policies. A kickback
refers to any money, fee, commission, credit, gift, gratuity, and thing of value, which is
provided, directly or indirectly, for the purpose of improperly obtaining or rewarding favorable
treatment in connection with a contract or business arrangement. Therefore, you should not offer,
give, solicit or accept anything of value that is, or even appears to be, improper or irregular.
You should immediately report any such conduct of which you become aware to the Legal Department.




	 	F.	 	Reporting Potential Conflicts





An employee must promptly disclose actual or potential conflicts of interest, in writing, to
his/her supervisor, or if you are uncomfortable reporting the matter to your supervisor, to a
member of the Human Resources Department or to an attorney in the Legal Department. Approval of
the activity(ies) will not be given unless the relationship will not interfere with the employee’s
duties and will not damage FormFactor’s relationship with any specific third party or relationships
in general.