KLA CORP — Director's Dealing 2011

Aug 5, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2011-08-03

Reporting Person: Martin Brian (Senior VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-03	Common Stock	A	5525	—	Acquired	15368	Direct
2011-08-03	Common Stock	F	2027	$39.08	Disposed	13341	Direct
2011-08-03	Common Stock	A	5525	—	Acquired	18866	Direct
2011-08-03	Common Stock	F	2184	$39.08	Disposed	16682	Direct
2011-08-03	Common Stock	A	9700	—	Acquired	26382	Direct
2011-08-03	Common Stock	F	4528	$39.08	Disposed	21854	Direct
2011-08-04	Common Stock - Restricted Stock Units	A	7200	—	Acquired	47311	Direct

Footnotes

F1: On August 3, 2009, Mr. Martin received a grant of restricted stock units ("RSUs") covering 11,050 shares of KLA-Tencor common stock. On August 3, 2011, Mr. Martin vested in fifty percent (50%) of such RSUs.

F2: Pursuant to the terms of the August 3, 2009 RSU grant, 2,027 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. The fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the NASDAQ Stock Market on such vesting date.

F3: On August 3, 2009, Mr. Martin received a grant of performance-based RSUs that, following the completion of fiscal year 2010, were determined by the Compensation Committee of KLA-Tencor's Board of Directors (in August 2010) to cover, based on KLA-Tencor's financial performance during fiscal year 2010, 11,050 shares of KLA-Tencor common stock. On August 3, 2011, Mr. Martin vested in fifty percent (50%) of such performance-based RSUs.

F4: Pursuant to the terms of the August 3, 2009 performance-based RSU grant, 2,184 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. The fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the NASDAQ Stock Market on such vesting date.

F5: On August 3, 2009, Mr. Martin received a supplemental grant of RSUs covering 19,400 shares of KLA-Tencor common stock. On August 3, 2011, Mr. Martin vested in fifty percent (50%) of such RSUs.

F6: Pursuant to the terms of the August 3, 2009 supplemental RSU grant, 4,528 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. The fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the NASDAQ Stock Market on such vesting date.

F7: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F8: Represents a grant of RSUs subject only to service-vesting requirements. Mr. Martin will vest in fifty percent (50%) of the RSUs upon his completion of two years of service with KLA-Tencor measured from the grant date (August 4, 2011) and will vest in the remaining fifty percent (50%) upon his completion of an additional two years of service thereafter. The shares of common stock will be issued as the RSUs vest.

F9: Does not include performance-based RSUs, if any, held by Mr. Martin for which an assessment has not yet been made regarding the achievement of the applicable performance goals. Any such holdings will be reported on a Form 4 within two business days of the date such assessment is made.