Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(c) On November 13, 2008, the independent members of the Board of Directors
(the "Independent Directors") of KLA-Tencor Corporation (the "Company") appointed Richard P. Wallace, the Company's Chief Executive Officer, to also serve as the Company's President, effective immediately. Mr. Wallace, 48, has been the Chief Executive Officer of the Company and a member of the Company's Board of Directors since January 2006. Prior to that, Mr. Wallace was President and Chief Operating Officer from July 2005 through December 2005, Executive Vice President of the Customer Group from May 2004 to July 2005, and Executive Vice President of the Wafer Inspection Group from July 2000 to May 2004. Mr. Wallace joined KLA-Tencor in 1988 as an applications engineer and has served in a series of positions of increasing executive and management responsibility during his career with the Company.

(e) On November 11, 2008, the Compensation Committee of the Company's Board of Directors (with respect to all of the Company's executive officers, other than its Chief Executive Officer) approved a motion to delay all increases in base salaries for such officers for fiscal year 2009 beyond the previously scheduled effective date of January 1, 2009. On November 13, 2008, the Independent Directors (with respect to the Company's Chief Executive Officer) similarly approved a delay of the fiscal year 2009 base salary increase for the Company's Chief Executive Officer. These actions are part of the Company's continuing efforts to reduce operating expenses during the current challenging business environment. Neither the Compensation Committee nor the Independent Directors established an anticipated effective date for fiscal year 2009 increases in base salaries for the Company's executive officers.

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