KLA CORP — Director's Dealing 2011

Jan 26, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2011-01-26

Reporting Person: WALLACE RICHARD P (Director, President and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-26	Common Stock	M	3792	$32.75	Acquired	110757	Direct
2011-01-26	Common Stock	M	20000	$34.67	Acquired	130757	Direct
2011-01-26	Common Stock	S	75023	$44	Disposed	55734	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-26	Non-Qualified Stock Option (Right to Buy)	$32.75	M	3792	Disposed	2011-04-04	Common Stock (3792)	Direct
2011-01-26	Non-Qualified Stock Option (Right to Buy)	$34.67	M	20000	Disposed	2013-01-28	Common Stock (20000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	317945	Direct

Footnotes

F1: This sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on December 15, 2009.

F2: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F3: 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.

F4: Represents a stock option granted on April 4, 2001, granting the Reporting Person the right to purchase up to 12,833 shares of KLA-Tencor common stock. 3,500 of the shares subject to this stock option vested on the one-year anniversary of the grant date, and 1/48 of the remaining 9,333 shares subject to this stock option vested on the 13-month anniversary of the grant date and each monthly anniversary thereafter until April 4, 2006.

F5: Represents a stock option granted on January 28, 2003, granting the Reporting Person the right to purchase up to 25,000 shares of KLA-Tencor common stock. 5,000 of the shares subject to this stock option vested on November 8, 2003, and 1/48 of the remaining 20,000 shares subject to this stock option vested on December 8, 2003 and each monthly anniversary thereafter until November 8, 2007.