EXHIBIT 10.10
                                                CONFIDENTIAL TREATMENT REQUESTED

              2003 2H FORMFACTOR, INC. DIRECT SALES INCENTIVE PLAN
                                     Rev 1.0

TERM:             June 29, 2003 through December 27, 2003.

DEFINITIONS:

- -    TARGETED COMMISSION PLAN (TC) . The amount of compensation (aka
     "Commissions") due to the individual sales person when 100% of the target
     booking plan and MBO's are achieved.

- -    TARGET BOOKINGS (TB). (aka "Quota") The amount of bookings that must be
     achieved to receive the target bonus.

- -    TARGET BOOKINGS COMPONENT (TC-B): The portion of the Target commission plan
     allocated to the bookings quota achieved.

- -    TARGET MBO COMPONENT (TC-M): The portion of the Target commission plan
     allocated to the MBO achieved

- -    RATE PER DOLLAR BOOKED. The percentage of commission earned per dollar of
     booking achieved.

- -    INCENTIVE RATE (IR): The percentage of the sales person's base salary used
     to calculate the TC.

DIRECT SALES INCENTIVE PLAN

The incentive plan is structured to pay 100% of a set commission based on the
following guidelines:

1.   The targeted commission (TC) is separated into a bookings component and an
     MBO component. The bookings component (TC-B) is * * *% of the targeted
     commission plan and the MBO component (TC-M) is * * *% of the TC.

2.   As 0-* * *% of the TB is achieved, a total of * * *% of the TC-B will be
     paid to the respective sales person.

3.   The last * * *% of the TB achieved will result in * * *% of the targeted
     bookings component plan being paid to the respective sales person.

4.   There will be no cap on this incentive plan. For instances where the TC or
     TB is exceeded, the following will apply:

     -    The same rate per dollar booked as the last * * *% of the target
          income will be applied to all bookings achieved in excess of the TB.

5.   The Direct Sales Incentive Plan is split into two 1/2 year plans. There
     will be separate TB set for each 1/2 year time period and separate MBOs
     for each 1/2 year time period.

6.   The VP of Worldwide Sales shall set the target bookings plan for each
     region and each individual sales person. These plans shall be published no
     later than 30 days after the beginning of the 1st and 3rd quarters.

7.   By mutual agreement with the VP of Worldwide Sales, each sales person will
     be assigned * * *-* * * MBOs for each 1/2 year. Each MBO will be weighted.
     Upon approval by the VP of Worldwide Sales, MBOs may be modified prior to
     the end of the 1/2 year period.

8.   The VP of Worldwide Sales, with approval from the VP of Finance, shall set
     the Incentive Rate (IR) for each sales person. The IR shall be percentage
     of the sales person's base salary and the rate shall be determined by the
     level of responsibility of the sales person and the size of the region. The
     standard IR are:

          a.   VP - 85%

          b.   Director/Regional Manager - * * *-* * *%

* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as * * *. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.



          c.   Sr. Account Manager/Major Account Manager: * * *-* * *%

          d.   Account Manager: * * *-* * *%

9.   Changes to the Sales Compensation Plan shall be approved by the VP of
     Worldwide Sales and the VP of Finance.

Example: Joe H. Salesman's base salary is $* * * and his IR is * * *%. For the
1/2 year, Joe's TC is $* * * ($* * *%x1/2 year). The TC-B is * * *% or $* * *.
The TC-M is * * *% or $* * *. The TB for the 1/2 year for Joe H. Salesman is
$* * *M. * * *% of the TB is $* * *M and Joe will earn * * *% of the TC-B or
$* * * once he achieves the $* * *M in bookings (rate paid = * * *% on every
dollar booked up to $* * *M). Once Joe exceeds $* * *M in bookings, he will
be paid at a rate of * * *% (* * *%*$* * */* * *%*$* * *M) with no cap on the
bookings. Joe will also have * * * MBOs assigned for the half year. Each was
weighted a * * *%. For each MBO achieved, Joe will earn $* * * (* * *% x
$* * *).

In this example, Joe books $* * * and achieves * * * of * * * of his MBOs. Joe
will be paid in total:

$* * *M * * * * = $* * *
$* * *M * * * * = $* * *
$* * *M * * * * = $* * *
* * * MBO * $* * * = $* * *
Total Incentive Due for 1/2 Year = $* * *

ADDITIONAL GUIDELINES:

1.   All direct sales personnel are eligible for the commission plan and will be
     paid on a pro rata basis as of the date of their employment.

2.   Commissions shall be paid within 45 days of the close of the quarter.

3.   Territories and assigned accounts will determine the basis of the targeted
     commission plan.

4.   The VP of Worldwide Sales will determine how much credit is awarded for
     account managers with multinational accounts and split commissions as part
     of their respective responsibilities.

5.   Any receivables not collected will be debooked from the salespersons totals
     in the following period.

/s/ Peter Mathews                              /s/ Michael Ludwig
_____________________________                  _________________________________
Submitted & Approved                           Approved
Peter Mathews                                  Michael Ludwig
VP Worldwide Sales                             VP Finance

Date 6/29/03                                   Date 6/29/03
    _________________________                      _____________________________

FormFactor, Inc. Confidential           2

* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as * * *. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.