X0303 4 2011-05-16 0 0001039399 FORMFACTOR INC FORM 0001492413 DeLateur Richard 7005 SOUTHFRONT ROAD LIVERMORE CA 94551 1 0 0 0 Non-Qualified Stock Option (right to buy) 9.7 2011-05-16 4 A 0 6000 0 A 2018-05-16 Common Stock 6000 6000 D Restricted Stock Units 0 2011-05-16 4 A 0 6000 0 A Common Stock 6000 50228 D Except as provided in Section 9.5 of the Company's 2002 Equity Incentive Plan (the "Plan") and any other agreements regarding option vesting and exercisability between the rerporting person and Issuer, which agreements or form agreements are filed with the SEC, the option will vest and become exercisable in 36 equal monthly installments with the vesting dates beginning on June 16, 2011 and ending on May 16, 2014. If the reporting person ceases to provide services to the Issuer for any reason except death or disability, all options that have not yet vested shall be forfeited without consideration. If termination is due to death or disability, 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 months following the date of termination. Restricted Stock Units vest in 36 equal monthly installments with the vesting dates beginning on June 16, 2011 and ending on May 16, 2014. Settlement of vested Units into common stock will occur on the earlier of May 16, 2014 and the date the reporting person ceases to provide services to the Issuer, or thereafter, on the first market trading day in an open trading window under Issuer's insider trading policy if the applicable date is not a market trading day in an open trading window. If the reporting person ceases to provide services to the Issuer for any reason, all Restricted Stock Units that have not yet vested shall be forfeited without consideration except as provided in Section 9.5 of the Plan and any other agreements regarding award vesting and exercisability between the reporting person and Issuer, which agreement 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: Richard DeLateur 2011-05-17