X0303 4 2010-04-29 0 0001039399 FORMFACTOR INC FORM 0001431164 Vernet Jean B 7005 SOUTHFRONT ROAD LIVERMORE CA 94551 0 1 0 0 SR VP, CFO Common Stock 2010-04-29 4 M 0 5000 0 A 5000 D Common Stock 2010-04-29 4 F 0 1863 15.69 D 3137 D Restricted Stock Units 0 2010-04-29 4 M 0 5000 0 D Common Stock 5000 25500 D Represents vested shares of common stock issued pursuant to the second conversion of one-fourth of the restricted stock units granted on March 31, 2008. Represents vested shares of common stock withheld by Issuer to satisfy certain tax withholding obligations associated with the conversion of the restricted stock units. The Restricted Stock Units vest and are exercisable in four equal annual installments on each March 31 of 2009, 2010, 2011 and 2012 (or the first 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). If the reporting person's employment is terminated for any reason before an applicable Vesting Date, all 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 CONFIRMING STATEMENT GRANTING THE ATTORNEY-IN-FACT THE AUTHORITY TO EXECUTE AND FILE THIS FORM 4 HAS BEEN PREVIOUSLY FILED WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION. By: \s\ Stuart L Merkadeau, Attorney-in-Fact For: Jean B. Vernet 2010-05-03