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: Bell Bobby R (Executive Vice President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-03	Common Stock	A	9225	—	Acquired	22604	Direct
2011-08-03	Common Stock	F	3384	$39.08	Disposed	19220	Direct
2011-08-03	Common Stock	A	9225	—	Acquired	28445	Direct
2011-08-03	Common Stock	F	3384	$39.08	Disposed	25061	Direct
2011-08-03	Common Stock	A	20750	—	Acquired	45811	Direct
2011-08-03	Common Stock	F	8973	$39.08	Disposed	36838	Direct
2011-08-04	Common Stock - Restricted Stock Units	A	15000	—	Acquired	96158	Direct

Footnotes

F1: On August 3, 2009, Mr. Bell received a grant of restricted stock units ("RSUs") covering 18,450 shares of KLA-Tencor common stock. On August 3, 2011, Mr. Bell vested in fifty percent (50%) of such RSUs.

F2: Includes 569 shares of KLA-Tencor common stock acquired by Mr. Bell under the KLA-Tencor Employee Stock Purchase Plan on June 30, 2011.

F3: Pursuant to the terms of the August 3, 2009 RSU grant, 3,384 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.

F4: On August 3, 2009, Mr. Bell 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, 18,450 shares of KLA-Tencor common stock. On August 3, 2011, Mr. Bell vested in fifty percent (50%) of such performance-based RSUs.

F5: Pursuant to the terms of the August 3, 2009 performance-based RSU grant, 3,384 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.

F6: On August 3, 2009, Mr. Bell received a supplemental grant of RSUs covering 41,500 shares of KLA-Tencor common stock. On August 3, 2011, Mr. Bell vested in fifty percent (50%) of such RSUs.

F7: Pursuant to the terms of the August 3, 2009 supplemental RSU grant, 8,973 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.

F8: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F9: Represents a grant of RSUs subject only to service-vesting requirements. Mr. Bell 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 RSU vests.

F10: Does not include performance-based RSUs, if any, held by Mr. Bell for which an assessment has not yet been made regarding the achievement of the applicable performance goals. Any such holdings will be reported on Form 4 within two business days of the date such assessment is made.