KLA CORP — Director's Dealing 2011

Aug 9, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-08	Common Stock	A	1961	—	Acquired	23815	Direct
2011-08-08	Common Stock	F	916	$34.23	Disposed	22899	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	45350	Direct

Footnotes

F1: On August 8, 2007, Mr. Martin received a grant of performance-based restricted stock units ("RSUs") that, following the completion of fiscal year 2008, were determined by the Compensation Committee of KLA-Tencor's Board of Directors (in August 2008) to cover, based on KLA-Tencor's financial performance during fical year 2008, 3,922 shares of KLA-Tencor common stock. On August 8, 2011, Mr. Martin vested in the remaining fifty percent (50%) of such RSUs.

F2: Pursuant to the terms of the August 8, 2007 performance-based RSU grant, 916 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: 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 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.