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: Kirloskar Virendra A (SVP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-08-03	Common Stock	A	2950	—	Acquired	7657	Direct
2011-08-03	Common Stock	F	1083	$39.08	Disposed	6574	Direct
2011-08-03	Common Stock	A	2950	—	Acquired	9524	Direct
2011-08-03	Common Stock	F	1083	$39.08	Disposed	8441	Direct
2011-08-03	Common Stock	A	5200	—	Acquired	13641	Direct
2011-08-03	Common Stock	F	1908	$39.08	Disposed	11733	Direct
2011-08-04	Common Stock - Restricted Stock Units	A	3600	—	Acquired	30650	Direct

Footnotes

F1: On August 3, 2009, Mr. Kirloskar received a grant of restricted stock units ("RSUs") covering 5,900 shares of KLA-Tencor common stock. On August 3, 2011, Mr. Kirloskar vested in fifty percent (50%) of such RSUs.

F2: Pursuant to the terms of the August 3, 2009 RSU grant, 1,083 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: On August 3, 2009, Mr. Kirloskar 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, 5,900 shares of KLA-Tencor common stock. On August 3, 2011, Mr. Kirloskar vested in fifty percent (50%) of such performance-based RSUs.

F4: Pursuant to the terms of the August 3, 2009 performance-based RSU grant, 1,083 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.

F5: On August 3, 2009, Mr. Kirloskar received a supplemental grant of RSUs covering 10,400 shares of KLA-Tencor common stock. On August 3, 2011, Mr. Kirloskar vested in fifty percent (50%) of such RSUs.

F6: Pursuant to the terms of the August 3, 2009 supplemental RSU grant, 1,908 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.

F7: Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.

F8: Represents a grant of RSUs subject only to service-vesting requirements. Mr. Kirloskar 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 RSUs vest.

F9: Does not include performance-based RSUs, if any, held by Mr. Kirloskar 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.