KLA CORP — Director's Dealing 2011

Jan 18, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KLA TENCOR CORP (KLAC)
CIK: 0000319201
Period of Report: 2011-01-14

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-01-14	Common Stock	M	9000	$29.31	Acquired	134757	Direct
2011-01-14	Common Stock	S	9000	$41.84	Disposed	125757	Direct
2011-01-14	Common Stock	S	18792	$41.84	Disposed	106965	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-01-14	Non-Qualified Stock Option (Right to Buy)	$29.31	M	9000	Disposed	2011-10-02	Common Stock (9000)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock - Restricted Stock Units	317945	Direct

Footnotes

F1: Each restricted stock unit ("RSU") represents a contingent right to receive one share of KLA-Tencor common stock.

F2: 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.

F3: Represents a stock option granted on October 2, 2001, granting the Reporting Person the right to purchase up to 28,500 shares of KLA-Tencor common stock. 9,000 of the shares subject to this stock option vested on the one-year anniversary of the grant date, and 1/48 of the remaining 19,500 shares subject to this stock option vested on the 13-month anniversary of the grant date and each monthly anniversary thereafter until October 2, 2006.