KLA CORP — Director's Dealing 2011

May 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2011-05-08

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-05-08	Common Stock	A	14000	—	Acquired	14979	Direct
2011-05-08	Common Stock	F	5136	$44.96	Disposed	9843	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	60861	Direct

Footnotes

F1: On May 8, 2007, Mr. Martin received a grant of restricted stock units ("RSUs") covering 28,000 shares of KLA-Tencor Corporation ("KLA-Tencor") common stock. On May 8, 2011, Mr. Martin vested in fifty percent (50%) of such RSUs.

F2: Pursuant to the terms of the May 8, 2007 RSU grant, 5,136 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. Because the vesting date of such RSUs occurred on a day on which the NASDAQ Stock Market was closed for trading, 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 on the last completed trading day immediately prior to such vesting date.

F3: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F4: Does not include performance-based RSUs, if any, held by the Reporting Person 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.