X0203 3 2011-05-16 0 0001039399 FORMFACTOR INC FORM 0001256949 LUDWIG MICHAEL M 7005 SOUTHFRONT ROAD LIVERMORE CA 94551 0 1 0 0 SVP, CFO Common Stock 24366 D Non-Qualified Stock Option (right to buy) 8.61 2015-10-01 Common Stock 8334 D Non-Qualified Stock Option (right to buy) 10.3 2017-11-10 Common Stock 40000 D Non-Qualified Stock Option (right to buy) 10.37 2018-04-29 Common Stock 75000 D Restricted Stock Units 0 Common Stock 33000 D The Stock Option is granted in connection with the Issuer's October 1, 2010 Stock Option Exchange Program and pursuant to the Issuer's 2002 Equity Incentive Plan. The option vests over 3 years, with 33% vesting and becoming exercisable on October 1, 2011 and the remainder vesting and becoming exercisable in equal monthly installments over the following two years. If the reporting person's employment is terminated for any reason before an applicable Vesting Date, all options and/or restricted stock units that have not yet vested shall be forfeited without consideration, except as provided in the change of control severance agreement and any other agreements regarding award vesting and exercisability between the reporting person and Issuer, which agreements or form agreements are filed with the SEC. The Stock Option is granted pursuant to the Issuer's 2002 Equity Incentive Plan and vests over 3 years, with 33% vesting and becoming exercisable on November 10, 2011 and the remainder vesting and becoming exercisable in equal monthly installments over the following two years. The Stock Option is granted pursuant to the Issuer's 2002 Equity Incentive Plan and will vest and become exercisable in four equal annual installments on April 29 of each 2012, 2013, 2014 and 2015. The Restricted Stock Units vest and are exercisable in four equal annual installments on each April 29 of 2012, 2013, 2014, and 2015 (or the fist market trading day during an open trading window under the Issuer's insider trading policy thereafter if the applicable vesting date is not on a market trading day during an open trading window). Exhibit 24: Confirming Statement (Power of Attorney) By: /s/ Stuart L Merkadeau, Attorney-in-Fact For: Michael M. Ludwig 2011-05-18