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1.	Election of two Class II directors to our Board of Directors, each to serve on our Board of Directors for a term of three years or until his successor has been elected and qualified or until his earlier death, resignation or removal. The director nominees are:

2.	Advisory approval of the company's executive compensation;

3.	Ratification of the selection of KPMG LLP as FormFactor's independent registered public accounting firm for fiscal year 2014; and

4.	Action upon such other matters as may properly come before the Annual Meeting or any adjournment or postponement thereof.

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A:

Our Board of Directors has made FormFactor's proxy materials available to you on the Internet on or about April 4, 2014 or, upon your request, has delivered a printed set of the proxy materials to you by mail in connection with the solicitation of proxies by our Board for our 2014 Annual Meeting of Stockholders. FormFactor's proxy materials are available on the Internet at http://viewproxy.com/formfactor/2014/. We will hold the Annual Meeting at our principal executive offices located at 7005 Southfront Road, Livermore, California 94551, on Friday, May 16, 2014, at 3:00 p.m., Pacific Daylight Savings Time.

A:	The proxy materials include our company's Notice of Annual Meeting of Stockholders, Proxy Statement and the 2013 Annual Report on Form 10-K, which includes our audited consolidated financial statements. If you requested a printed set of the proxy materials by mail, the proxy materials also included a proxy card for the Annual Meeting.

A:

We mailed a Notice of Internet Availability of Proxy Materials to our stockholders of record and beneficial owners of our common stock on or about April 4, 2014 to notify you that you can access the proxy materials over the Internet. Instructions for accessing the proxy materials through the Internet are set forth in the Notice of Internet Availability of Proxy Materials. As we did last year for our 2013 Annual Meeting of Stockholders, we sent the Notice instead of mailing a printed set of the proxy materials in accordance with the "Notice and Access" rules adopted by the U.S. Securities and Exchange Commission. If you wish to receive a printed set of the proxy materials, please follow the instructions set forth on the Notice of Internet Availability of Proxy Materials.

A:	The Notice of Internet Availability of Proxy Materials contains instructions on how to review our company's proxy materials on the Internet and instruct us to send future proxy materials to you by e-mail. Your election to receive future proxy materials by e-mail will remain in effect until you terminate it in writing.

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A:	We will hold the Annual Meeting at our principal executive offices located at 7005 Southfront Road, Livermore, California 94551, on Friday, May 16, 2014, at 3:00 p.m., Pacific Daylight Savings Time.

A:	The specific proposals to be considered and acted upon at the Annual Meeting are:

A:

If you are a stockholder of record of shares of our common stock, please bring photo identification with you. If you are a beneficial owner of shares of our common stock held in "street name," please bring photo identification and the "legal proxy," which is described below under the question "If I am a beneficial owner of shares held in 'street name,' how do I vote?", or other evidence of stock ownership (e.g., most recent account statement) with you. If you do not provide photo identification or if applicable, evidence of stock ownership, you will not be admitted to the Annual Meeting.

A:

Only stockholders of record of our common stock at the close of business on March 21, 2014, which is the record date, are entitled to notice of, and to vote at, the Annual Meeting. If you own shares of FormFactor common stock as of the record date, then you can vote at the Annual Meeting. At the close of business on the record date, we had 55,383,795 shares of our common stock outstanding and entitled to vote, which were held by 231 stockholders of record.

A:	Holders of our common stock are entitled to one vote for each share held as of the record date.

A:	Most of our stockholders hold their shares of our common stock as a beneficial owner through a broker, bank or other nominee in "street name" rather than directly in their own name. As summarized below, there are some important distinctions between shares held of record and those owned beneficially in "street name."

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A:	Voting by Internet.    You can vote through the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials that you received. Go to http://viewproxy.com/formfactor/2014/, follow the instructions on the screen to log in, make your selections as instructed and vote.

A:	Voting by Internet.    You can vote through the Internet by following the instructions provided in the Notice of Internet Availability of Proxy Materials that you received. Go to http://viewproxy.com/formfactor/2014/, follow the instructions on the screen to log in, make your selections as instructed and vote.

A:

Stockholder of Record:    If you are a stockholder of record of shares of our common stock and if you indicate when voting through the Internet that you wish to vote as recommended by our Board of Directors, or if you sign and return a proxy without giving specific voting instructions, then the proxy holders designated by our Board, who are officers of our company, will vote your shares FOR the Class II nominees for director, FOR advisory approval of the company's executive compensation, and FOR the ratification of the selection of KPMG LLP as our independent registered public accounting firm for fiscal year 2014, all as recommended by our Board of Directors and as presented in this Proxy Statement.

A:

The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for fiscal 2014 (Proposal No. 3) is a matter considered routine under applicable rules. A broker or other nominee may generally vote on routine matters, and therefore no broker non-votes are expected to exist in connection with Proposal No. 3. The election of directors (Proposal No. 1) and the advisory approval of the company's executive compensation (Proposal No. 2) are matters considered non-routine under applicable rules. A bank, broker or other nominee cannot

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A:

A quorum is required for our stockholders to conduct business at the Annual Meeting. A majority of the outstanding shares of our common stock entitled to vote on the record date must be present in person or represented by proxy at the Annual Meeting in order to hold the meeting and conduct business. We will count your shares for purposes of determining whether there is a quorum if you are present in person at the Annual Meeting, if you have voted through the Internet, if you have voted by properly submitting a proxy card or if the nominee holding your shares submits a proxy card. We will also count broker non-votes for the purpose of determining if there is a quorum.

A:	For Proposal No. 1, the two Class II directors will be elected by a plurality of the votes cast by the holders of shares of our common stock entitled to vote who are present in person or represented by proxy at the Annual Meeting. You may not cumulate votes in the election of directors.

A:	Abstentions are counted for the purposes of determining whether a quorum is present at the Annual Meeting. Abstentions will not be counted either in favor of or against any of the proposals.

A:

You may change your vote or revoke your proxy at any time before the final vote at the Annual Meeting. You may vote again on a later date (a) through the Internet (only your latest Internet proxy submitted prior to the Annual Meeting will be counted), (b) by signing and returning a new proxy card with a later date if you are a stockholder of record, or (c) by attending the Annual Meeting and voting in person if you are a stockholder of record or if you are a beneficial owner and have obtained a proxy from the nominee holding your shares giving you the right to vote your shares. However, your attendance at the Annual Meeting will not automatically revoke your proxy unless you vote again at the Annual Meeting or specifically request in writing that your prior proxy be revoked.

A:

In the event that sufficient votes in favor of the proposals are not received by the date of the Annual Meeting, the proxy holders, who are officers of our company, may propose one or more adjournments of the Annual Meeting to permit further solicitations of proxies. Any such adjournment would require the affirmative vote of holders of the majority of the shares of common stock present in person or represented by proxy at the Annual Meeting.

A:

Other than Proposal Nos. 1, 2 and 3, we are not aware of any other matters to be presented for a vote at the Annual Meeting. If you grant a proxy, the proxy holders, who are officers of our company, will have the authority in their discretion to vote your shares on any other matters that are properly presented for a vote at the Annual Meeting. If for any reason any of the Class II nominees are not available as a candidate for director, the proxy holders will vote your proxy for such other candidate or candidates as may be recommended by our Board of Directors.

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A:

Proxy instructions, ballots and voting tabulations that identify individual stockholders are handled in a manner that protects your voting privacy. Your vote will not be disclosed either within our company or to third parties, except (a) as necessary to meet applicable legal requirements, (b) to allow for the tabulation and certification of votes, and (c) to facilitate a successful proxy solicitation. If stockholders provide written comments on their proxy cards, we may forward the proxy card(s) to our company's Corporate Secretary.

A:

We will pay the entire cost for soliciting proxies to be voted at the Annual Meeting. We will pay brokers, banks and other nominees representing beneficial owners of shares of our common stock held in "street name" certain fees associated with delivering the Notice of Internet Availability of Proxy Materials, delivering printed proxy materials by mail to beneficial owners who request them and obtaining beneficial owners' voting instructions. In addition, our directors, officers and employees may also solicit proxies on our behalf by mail, telephone or in person. We will not pay any compensation to our directors, officers and employees for their proxy solicitation efforts, but we may reimburse them for reasonable out-of-pocket expenses in connection with any solicitation.

A:	Our Board of Directors recommends a vote FOR each of Proposal Nos. 1, 2 and 3. Specifically, our Board recommends a vote:

A:	We intend to announce the voting results at the Annual Meeting and to report the results on a Form 8-K that we file with the U.S. Securities and Exchange Commission.

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(1)	Current member of the Compensation Committee.

(2)	Current member of the Governance Committee.

(3)	Current member of the Audit Committee.

(4)	Mr. Everett previously announced he would not be running for re-election at the 2014 Annual Meeting of Stockholders.

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•	The size of the Board of Directors;

•	Frequency of meetings of the Board of Directors;

•	Committees of the Board of Directors;

•	The requirement that the Board of Directors be comprised of a majority of independent directors;

•	The requirement that the Audit and Compensation Committees of the Board of Directors be comprised entirely of independent directors;

•	Guidelines for determining director independence;

•	Director nominee receiving a greater number of votes "withheld" than vote "for" in an uncontested election of directors;

•	Limits on the number of other public company boards on which directors may serve;

•	Executive sessions of the Board of Directors wherein non-management directors meet as a group without the presence of management directors;

•	Conflicts of interests;

•	The requirement that the performance of the Chief Executive Officer be evaluated annually and reviewed by the non-management directors;

•	Change in position or responsibility in a director's principal occupation;

•	Stock holding requirements for directors and for executive officers;

•	Review of the performance of individual directors; and

•	Other matters uniquely germane to the work and responsibilities of the Board of Directors.

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(1)

The stock awards are restricted stock units that we awarded to our non-executive directors under our Equity Incentive Plan as described below under “Equity Compensation”. The vested portion of any award of restricted stock units will settle in shares of our common stock on the earlier of: (i) the date on which the award is fully vested, or (ii) the date that the director's engagement with our company terminates (or, if the applicable date is not a market trading day during an open trading window under our company's Statement of Policy regarding Insider Trading, thereafter on the first market trading day during an open trading window under our company's policy, but no later than March 15th of the year following the scheduled settlement date or otherwise as determined under Section 409A of the Internal Revenue Code of 1986, as amended).

(2)

The amounts shown reflect the aggregate grant date fair value of all awards granted in fiscal year 2013 for financial statement reporting purposes in accordance with Financial Accounting Standards Board Topic No. ASC 718, Compensation - Stock Compensation. Assumptions used in the calculation of these amounts are described in Note 12 - Stock-based Compensation to our company's consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 28, 2013.

(3)	A summary of options and restricted stock units outstanding as of December 28, 2013 for each of our non-executive directors is as follows:

(1)	The 'Stock Options Outstanding' as reported for Mr. DeLateur includes 190,570 shares related to options granted during Mr. DeLateur's tenure as the company's Chief Financial Officer.

(2)	The 'Stock Options Outstanding' as reported for Mr. Everett includes 100,000 shares related to options granted during Mr. Everett's tenure as the company's Chief Executive Officer.

(4)	Cash compensation for our non-executive directors as of December 28, 2013 is set forth in the following table:

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1.	Minimizing cash compensation to the extent possible, by avoiding cash-consuming practices such as tax gross-ups, generous severance and retirement packages or guaranteed bonuses;

2.	Setting aggressive targets for cash incentive compensation to encourage performance (which resulted in no cash bonuses for fiscal year 2013 to named executive officers other than to Mr. Slessor);

3.	Emphasizing equity compensation to align the interests of our named executive officers with those of our stockholders and incentivize them to work toward our turnaround, including granting performance based restricted stock unit awards; and

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•	each person or entity known by us to own beneficially more than 5% of our common stock;

•	each of our directors;

•	each of our named executive officers; and

•	all of our directors and named executive officers as a group.

*	Represents beneficial ownership of less than 1%.

(1)	As reported in Amendment No. 9 to Schedule 13G/A of PRIMECAP Management Company reflecting beneficial ownership as of December 31, 2013, which was filed on February 14, 2014 with the Securities and Exchange

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(2)	As reported in Amendment No. 9 to Schedule 13G/A of Vanguard Horizon Funds-Vanguard Capital Opportunity Fund reflecting beneficial ownership as of December 31, 2013, which was filed on February 4, 2014 with the Securities and Exchange Commission. The address of Vanguard Horizon Funds-Vanguard Capital Opportunity Fund is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.

(3)	As reported in Schedule 13G of Dimensional Fund Advisors LP reflecting beneficial ownership as of December 31, 2013, which was filed on February 10, 2014 with the Securities and Exchange Commission. The address of Dimensional Fund Advisors LP is Palisades West, Building One, 6300 Bee Cave Road, Austin, Texas, 78746.

(4)	As reported in Amendment No. 4 to Schedule 13G/A of BlackRock, Inc. reflecting beneficial ownership as of December 31, 2013, which was filed on January 29, 2014 with the Securities and Exchange Commission. The address of BlackRock, Inc. is 40 East 52nd Street, New York, New York 10022.

(5)	As reported in Amendment No. 2 to Schedule 13G/A of The Vanguard Group, Inc. reflecting beneficial ownership as of December 31, 2013, which was filed on February 11, 2014 with the Securities and Exchange Commission. The address of The Vanguard Group, Inc. is 100 Vanguard Boulevard, Malvern, Pennsylvania, 19355.

(6)	As reported in Schedule 13G of Needham Investment Management LLC reflecting beneficial ownership as of December 31, 2013, which was filed on February 14, 2014 with the Securities and Exchange Commission. The address of Needham Investment Management LLC is 445 Park Avenue, New York, New York, 10022.

(7)	Represents 75,252 shares held directly by Mr. St. Dennis, 525,000 shares issuable upon exercise of options, and 25,000 units convertible to common stock, all of which shares and units will be vested within 60 days of March 21, 2014.

(8)	Represents 52,361 shares held directly by the Merkadeau Revocable Trust, 328,500 shares issuable upon exercise of options, and 16,683 units convertible to common stock, all of which shares and units will be vested within 60 days of March 21, 2014.

(9)	Represents 24,982 shares held directly by Mr. DeLateur, 196,570 shares issuable upon exercise of options, and 14,500 units convertible to common stock, all of which shares and units will be vested within 60 days of March 21, 2014.

(10)	Represents 56,864 shares held by the Everett Family Revocable Trust, 140,000 shares issuable upon exercise of options, and 8,500 units convertible to common stock, all of which shares and units will be vested within 60 days of March 21, 2014.

(11)	Represents 53,489 shares held directly by Mr. Ludwig, 104,584 shares issuable upon exercise of options, and 23,250 units convertible to common stock, all of which shares and units will be vested within 60 days of March 21, 2014.

(12)	Represents 101,714 shares held directly by Mr. Slessor and 15,000 units convertible to common stock, all of which shares and units will be vested within 60 days of March 21, 2014.

(13)	Represents 12,000 shares held by the Maier Family Revocable Trust, 18,000 shares held directly by Mr. Maier, 7,726 shares issuable upon exercise of options, and 8,500 units convertible to common stock, all of which shares and units will be vested within 60 days of March 21, 2014.

(14)	Represents 20,000 shares held directly by Mr. Rogas, 6,000 shares issuable upon exercise of options, and 8,500 units convertible to common stock, all of which shares and units will be vested within 60 days of March 21, 2014.

(15)	Represents 12,000 shares held directly by Mr. Zellner, 6,000 shares issuable upon exercise of options, and 14,500 units convertible to common stock, all of which shares and units will be vested within 60 days of March 21, 2014.

(16)	Represents 426,662 shares held directly or in a revocable trust by the company's directors and named executive officers as a group, 1,314,380 shares issuable upon exercise of options, and 134,433 units convertible into common stock, all of which shares and units will be vested and exercisable within 60 days of March 21, 2014.

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(1)	Includes our Equity Incentive Plan and the Employee Stock Purchase Plan. Since the effectiveness of our Equity Incentive Plan in connection with our initial public offering, we only grant awards under our Equity Incentive Plan.

(2)

Represents 3,454,426 shares subject to outstanding options, 2,119,639 shares subject to outstanding time-based restricted stock units, and 810,000 shares subject to unearned performance-based restricted stock units. The unearned performance-based restricted stock units reflect the 'Target' number of units that can be earned based on the award metric. Actual units earned may vary from 0% - 150% of the 'Target' number. Excludes securities that may be issued under our Employee Stock Purchase Plan.

(3)	Excludes outstanding restricted stock units, both 'time' and 'performance' based, which do not have an exercise price.

(4)

Represents, as of December 28, 2013, 4,915,872 shares of our common stock reserved for future issuance under our Equity Incentive Plan and 3,176,911 shares of our common stock reserved for future issuance under our Employee Stock Purchase Plan. Securities available for future issuance under the Equity Incentive Plan reflects unearned performance based restricted stock unit awards based on the metric 'Target' level. Securities available for issuance will be adjusted accordingly based on the actual units earned.

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•	Independence.  The Compensation Committee is comprised solely of independent directors. Additionally, the Compensation Committee's independent compensation consultant is retained directly by the Compensation Committee and performs no other services for our company's management. No work performed by our independent compensation consultant in fiscal 2013 raised a conflict of interest.

•	Stock Ownership Guidelines. We have adopted stock ownership guidelines for our named executive officers and directors.

•	Performance Based Compensation. Payment of bonuses to our named executive officers and vesting of a portion of their equity compensation depend on the financial performance of the company.

•	Double-Trigger Change in Control Provision. The change in control and severance agreements provided to certain senior executives include “double-trigger” provisions.

•	No Hedging or Pledging.  Our insider trading policy prohibits hedging of company stock or the use of company stock as collateral of any loan.

•	Clawback Policy.  The Compensation Committee has approved a clawback policy based on the applicable sections of the Dodd-Frank Wall Street Reform and Consumer Protection Act.

•	Prohibition of Repricings.  Our Equity Incentive Plan prohibits stock option repricings without the approval of stockholders.

•	Limited Perquisites.  We did not pay special benefits, perquisites or tax gross-ups to our named executive officers in fiscal 2013.

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Risk Analysis.  Compensation programs are structured to avoid inappropriate risk taking by our executives, and all employees, by having the appropriate pay philosophy, peer group and market positioning to support reasonable business objectives. As a result, the Compensation Committee and its independent consultant have concluded that the risks arising from our company's employee compensation program are reasonable, in the best interest of our stockholders, and not likely to have a material adverse effect on our company.

•	Elements of Executive Compensation.  The three major elements of our executive compensation program for fiscal 2013 were:

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•	base salary targeted at approximately the 50th percentile of our peer companies;

•	semi-annual performance-based cash incentive award target levels are such that target total cash compensation is targeted to be at approximately the 50th percentile of our peer companies, based on performance; and

•	long-term, performance-based equity incentive awards are targeted between the 50th to 75th percentiles of our peer companies; the actual value of the awards delivered may be above or below these percentiles depending on the relative change in shareholder value.

•	Attract, retain and motivate highly skilled individuals based upon their contribution to the success of our company, and that of our stockholders,

•	Drive outstanding achievement of business objectives and reinforce our company's strong pay-for-performance culture, and

•	Align our named executive officers' interests and value creation opportunities with the long-term interests and value creation opportunities of our stockholders.

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(1)	Market-based restricted stock unit awards reflect the 'Target' number of units that can be earned. Actual units earned may vary from 0% - 125% of the 'Target' number based upon relative Total Shareholder Return (TSR) as described above.

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•	Market Median—We will continue to pay consistent with the market median of our peers if warranted by performance. In particular:

◦	base salary will be targeted at approximately the median of our peer companies;

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total direct compensation (base salary, annual cash incentives and long term equity incentives) will be targeted at the median of our peers, assuming achievement at plan. Higher levels of total direct compensation may be achieved should company performance exceed plan. Lower levels of total direct compensation will apply should company performance not achieve plan; if our performance does not meet our objectives, we expect to pay at lower levels, and if we exceed our objectives, we may pay above the median of the peers.

•	Base Salaries—The Compensation Committee does not expect to make material adjustments to the annual base salaries for the named executive officers in fiscal 2014 from those set forth above.

•	Variable Cash Incentive Awards—Achievement of variable cash incentive awards for fiscal 2014 for named executive officers will be measured solely on the basis of the achievement of pre-established financial goals.

•	Long-Term, Equity-Based Incentive Awards—The Committee intends that a portion of equity grants will be subject to one or more multi-year performance conditions.

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(1)	Mr. Slessor was appointed President of the Company effective October 24, 2013 and Mr. Ludwig was appointed Chief Financial Officer effective May 16, 2011.

(2)

The dollar amounts shown are based on the fair value of the award as of the grant date. The fair value of our fiscal 2013 time-based stock awards was based on the closing fair market value of our common stock as reported on the NASDAQ Global Market on the grant date while the fair value of the prior years time-based option awards were calculated using the Black-Scholes option-pricing model. No time-based option awards were granted in fiscal 2013. The fair value of our fiscal 2013 market-based stock awards was derived under a Monte Carlo simulation model while the fair value of the prior years performance-based stock awards was based on the closing fair market value of our common stock as reported on the NASDAQ Global Market on the grant date. Assumptions used in the calculation of these amounts are described in Note 12-Stock-Based Compensation to our company's consolidated financial statements in our Annual Report on Form 10-K for the fiscal year ended December 28, 2013.

(3)	Represents amounts earned for performance in the applicable year under our company's Employee Incentive Plan, which is described under "Compensation Discussion and Analysis" in this Proxy Statement. Also as described in the "Compensation Discussion and Analysis", Mr. Slessor separately received the amount set forth in the “Bonus ($)” column based on MicroProbe results.

(4)	The amounts in this column represent matching contributions under our company 401(k) Plan.

(5)

The dollar amount shown includes a time-based restricted stock unit award and a market-based restricted stock unit award. The market-based restricted stock unit award grant date valuation of $840,000, $360,000, $360,000 and $90,000 for Thomas St. Dennis, Michael D. Slessor, Michael M. Ludwig and Stuart L. Merkadeau, respectively, is derived from certain market performance criteria which is based on the Company's Total Shareholder Return (TSR) for the period from April 1, 2013 to March 31, 2015 relative to the TSR of the companies identified as being part of the S&P Semiconductor Select Industry Index (FormFactor peer companies). The payout range for the market-based restricted stock unit award is 0% to 125% with the grant date valuation representing the maximum achievement of 125%. The actual value based on performance may be below the level presented in the chart.

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(1)	The threshold calculations for fiscal year 2013 assume that our company met only the minimum corporate performance under our Employee Incentive Plan.

(2)	The awards granted on 5/6/13 were approved at a meeting of the Compensation Committee of the Board of Directors on April 9, 2013.

(3)

The fair value of our time-based stock awards was based on the closing fair market value of our common stock as reported on the NASDAQ Global Market on the grant date. The fair value of our market-based stock awards was derived under a Monte Carlo simulation model. The market-based restricted stock unit award grant date valuation of $840,000, $360,000, $360,000 and $90,000 for Thomas St. Dennis, Michael D. Slessor, Michael M. Ludwig and Stuart L. Merkadeau, respectively, is derived from certain market performance criteria which is based on the Company's Total Shareholder Return (TSR) for the period from April 1, 2013 to March 31, 2015 relative to the TSR of the companies identified as being part of the S&P Semiconductor Select Industry Index (FormFactor peer companies). The payout range for the market-based restricted stock unit award is 0% to 125% with the grant date valuation representing the maximum achievement of 125%.

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(1)	Unless otherwise indicated, option is fully vested. Vesting information is based on the original grant.

(2)	Market value was determined by multiplying the closing fair market value for a share of our company's common stock as of December 27, 2013, of $6.14, by the number of unvested and unearned units.

(3)	25% of the options vest September 13, 2011 and the remaining vest ratably each month to September 13, 2014.

(4)	25% of the stock units vest each September 13 commencing September 13, 2011.

(5)	25% of the options and stock units vest each April 29 commencing April 29, 2012.

(6)	33.33% of the stock units vest each February 10 commencing February 10, 2013.

(7)	50% of these units (which were earned as performance-based units) vested in January and February 2014, and the remaining 50% will vest on the earlier of death or termination of employment on account of disability or on the one-year anniversary of the February certification date in 2015.

(8)	33.33% of the stock units vest each May 6 commencing May 6, 2014.

(9)

These units reflect a probable 'Maximum' achievement based on the Company's Total Shareholder Return (TSR) for the period from April 1, 2013 to March 31, 2015 relative to the TSR of the companies identified as being part of the S&P Semiconductor Select Industry Index (FormFactor peer companies). The payout range for the market-based restricted stock unit award is 0% to 125% with the grant date valuation representing the maximum achievement of 125%. 100% of the earned units will vest on the certification date in 2015.

(10)	50% of these remaining unvested stock units vest on each of November 6, 2014, and November 6, 2015.

(11)

These units reflect a probable ‘Threshold’ achievement based on the award metric. 50% of the units earned will vest on the certification date in 2015 and the remaining 50% will vest on the earlier of death or termination of employment on account of disability or on the one-year anniversary of the certification date in 2016. These units are expected to expire unvested due to non-achievement of performance conditions.

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(12)	25% of the options and stock units originally granted vest each April 29 commencing April 29, 2011.

(1)	On February 11, 2013, 16,666 units were converted to common stock for release to Mr. St. Dennis. 7,500 shares were sold to cover Mr. St. Dennis' estimated tax withholding liability. 9,166 shares were deposited to Mr. St. Dennis' brokerage account. The market value of the company's common stock on the release date was $4.89.

(2)	On May 6, 2013, 5,000 units were converted to common stock for release to Mr. St. Dennis. 1,868 shares were sold to cover Mr. St. Dennis' estimated tax withholding liability. 3,132 shares were deposited to Mr. St. Dennis' brokerage account. The market value of the company's common stock on the release date was $5.06.

(3)	On September 13, 2013, 15,000 units were converted to common stock for release to Mr. St. Dennis. 5,689 shares were sold to cover Mr. St. Dennis’ estimated tax withholding liability. 9,311 shares were deposited to Mr. St. Dennis’ brokerage account. The market value of the company's common stock on the release date was $7.24.

(4)	On November 6, 2013, 20,004 units were converted to common stock for release to Mr. Slessor. 7,677 shares were withheld to cover Mr. Slessor's estimated tax withholding liability. 12,327 shares were deposited to Mr. Slessor's brokerage account. The market value of the company's common stock on the release date was $5.17.

(5)	On February 11, 2013, 8,333 units were converted to common stock for release to Mr. Ludwig. 3,904 shares were sold to cover Mr. Ludwig's estimated tax withholding liability. 4,429 shares were deposited to Mr. Ludwig's brokerage account. The market value of the company's common stock on the release date was $4.89.

(6)	On May 6, 2013, 750 units were converted to common stock for release to Mr. Ludwig. 283 shares were sold to cover Mr. Ludwig's estimated tax withholding liability. 467 shares were deposited to Mr. Ludwig's brokerage account. The market value of the company's common stock on the release date was $5.06.

(7)	On May 6, 2013, 7,500 units were converted to common stock for release to Mr. Ludwig. 2,803 shares were sold to cover Mr. Ludwig's estimated tax withholding liability. 4,697 shares were deposited to Mr. Ludwig's brokerage account. The market value of the company's common stock on the release date was $5.06.

(8)	On February 11, 2013, 6,666 units were converted to common stock for release to Mr. Merkadeau. 3,123 shares were sold to cover Mr. Merkadeau's estimated tax withholding liability. 3,543 shares were deposited to Mr. Merkadeau's brokerage account. The market value of the company's common stock on the release date was $4.89.

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(9)	On May 6, 2013, 3,350 units were converted to common stock for release to Mr. Merkadeau. 1,252 shares were sold to cover Mr. Merkadeau's estimated tax withholding liability. 2,098 shares were deposited to Mr. Merkadeau's brokerage account. The market value of the company's common stock on the release date was $5.06.

(10)	On May 6, 2013, 5,000 units were converted to common stock for release to Mr. Merkadeau. 1,868 shares were sold to cover Mr. Merkadeau's estimated tax withholding liability. 3,132 shares were deposited to Mr. Merkadeau's brokerage account. The market value of the company's common stock on the release date was $5.06.

(11)	On May 20, 2013, 2,000 units were converted to common stock for release to Mr. Merkadeau. 748 shares were sold to cover Mr. Merkadeau's estimated tax withholding liability. 1,252 shares were deposited to Mr. Merkadeau's brokerage account. The market value of the company's common stock on the release date was $5.67.

(12)	On December 9, 2013, 875 units were converted to common stock for release to Mr. Merkadeau. 335 shares were sold to cover Mr. Merkadeau's estimated tax withholding liability. 540 shares were deposited to Mr. Merkadeau's brokerage account. The market value of the company's common stock on the release date was $5.26.

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lump sum cash severance payment equal to one year's annual base salary and the greater of (a) the annual target bonus or (b) the annual target bonus multiplied by the average rate of annual bonus relative to target paid to officers covered by similar change of control severance agreements for the two most recently completed fiscal years (subject to the participating officer's compliance with a confidentiality agreement and an agreement not to solicit employees of our company for one year after termination),

•	continuation of health benefits for one year (subject to the participating officer's compliance with a confidentiality agreement and an agreement not to solicit employees of our company for one year after termination), and

•	fully accelerated vesting of all equity awards, and unexercised stock options may be exercised for up to 18 months following a qualifying termination of employment but not to exceed the expiration date of such options.

•	"change of control" means the first to occur of any of the following events:

(i)

the consummation of a merger or consolidation of our company with any other corporation, other than a merger or consolidation which would result in the voting securities of our company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into or exchanged for voting securities of the surviving entity) more than 60% of the total voting power represented by the voting securities of our company or such surviving entity outstanding immediately after such merger or consolidation;

(ii)

(A) any approval by our stockholders of a plan of complete liquidation of our company, other than as a result of insolvency or (B) the consummation of the sale or disposition (or the last in a series of sales or dispositions) by our company of all or substantially all of our company's assets, other than a sale or disposition to a wholly-owned direct or indirect subsidiary of our company and other than a sale or disposition which would result in the voting securities of our company outstanding immediately prior thereto continuing to represent (by being converted into or exchanged for voting securities of the entity to which such sale or disposition was made) more than 60% of the total voting power represented by the voting securities of the entity to which such sale or disposition was made after such sale or disposition; or

(iii)	any "person" (as defined in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934) becoming the "beneficial owner" (as defined in Rule 13d-3 under the Securities Exchange Act of 1934), directly or indirectly, of securities of our company representing 40% or more of the total voting power represented by our company's then outstanding voting securities; or

(iv)	during any period of two consecutive years after the effective date of the change of control severance agreement, the incumbent directors cease for any reason to constitute a majority of our Board of Directors.

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•	"cause" means the occurrence of any of the following:

(i)	any act of personal dishonesty taken by the employee in connection with his or her responsibilities as an employee which is intended to result in substantial personal enrichment of the employee and is reasonably likely to result in material harm to our company;

(ii)	the employee's conviction of a felony;

(iii)	a willful act by the employee which constitutes misconduct and is materially injurious to our company; or

(iv)	continued willful violations by the employee of the employee's obligations to our company after the employee has received a written demand for performance from our company which describes the basis for our company's belief that the employee has not substantially performed his or her duties.

•	"good reason" means the occurrence of any of the following:

(i)	without the employee's express written consent, a material reduction of the employee's duties, position or responsibilities relative to the employee's duties, position or responsibilities in effect immediately prior to the change of control;

(ii)	a reduction by our company of the employee's base salary or bonus opportunity as in effect immediately prior to such reduction;

(iii)	a material reduction by our company in the kind or level of employee benefits to which the employee is entitled immediately prior to such reduction with the result that the employee's overall benefits package is materially reduced;

(iv)	without the employee's express written consent, the relocation of the employee to a facility or a location more than five miles from his or her current facility and the new location is more than 50 miles from the employee's current residence; or

(v)	the failure of our company to obtain the assumption of the change of control severance agreement by a successor.

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(1)

Stock awards include time, performance, and market (TSR) based restricted stock units. The change of control payouts for the performance-based restricted stock units granted on May 4, 2012 and November 6, 2012 were calculated based on 100% of the ‘Target’ level of the award metric. The change of control payouts for the market (TSR) based restricted stock units granted on May 6, 2013 were calculated based on 107% of the ‘Target’ level of the award metric.

(1)	Stock awards include time-based and performance-based stock units. The separation agreement payment for accelerated vesting of the performance-based stock units issued May 4, 2012 was calculated based on the vesting of 50% of the units that were actually earned at 71% of the ‘Target’ level of the award metric.

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