Item 8.01 Other Events.

Amendment to 2004 Equity Incentive Plan

On October 8, 2009, the Board of Directors of KLA-Tencor Corporation (the "Company") approved an amendment to Section 3 of the Company's 2004 Equity Incentive Plan (the "Plan") so that such section now provides that (a) shares of the Company's common stock ("Shares") that are withheld by the Company in satisfaction of applicable withholding taxes upon the issuance, vesting or settlement of equity awards under the Plan will, going forward, no longer be available for future issuance under the Plan and (b) upon the exercise of a stock appreciation right settled in Shares, the gross number of shares covered by the portion of the stock appreciation right award so exercised (and not merely the net number of Shares actually issued upon such exercise) will cease to be available under the Plan.

At the Company's Annual Meeting of Stockholders to be held on November 4, 2009, the Company's stockholders will have the opportunity to vote whether to approve the amended and restated Plan, as amended as described above, and its material terms.

The preceding description is qualified in its entirety by reference to the Company's amended and restated 2004 Equity Incentive Plan, which is filed as Exhibit 10.46 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

The following exhibit is filed herewith:

Exhibit No. Description

10.46 2004 Equity Incentive Plan (as amended and restated)

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