(e) In a meeting held on August 1, 2012, the Compensation Committee of the Board of Directors of KLA-Tencor Corporation (the "Company") adopted and approved updated forms of the Company's Restricted Stock Unit Award Notifications for use in connection with (i) restricted stock unit ("RSU") awards with only service-based vesting criteria and (ii) RSU awards with both performance-based and service-based vesting criteria, which will be used to notify executive officers and other employees when they receive RSU awards. In a meeting held on August 2, 2012, the independent members of the Company's Board of Directors (i.e., all members of the Board other than Richard P. Wallace, the Company's President and Chief Executive Officer) adopted and approved identical updated forms of the Company's Restricted Stock Unit Award Notifications for use in connection with RSU awards to the Company's Chief Executive Officer. The two updated forms, which reflect the revised vesting schedules for the Company's RSU awards, are filed as exhibits to this Form 8-K.

On August 2, 2012, the Company issued a press release announcing that the Company's Board of Directors has declared a cash dividend of $0.40 per share on the Company's Common Stock. Such dividend shall be payable on September 4, 2012 to the Company's stockholders of record as of the close of business on August 13, 2012. A copy of the press release is attached hereto as Exhibit 99.1.

(d) Exhibits

The following exhibits are filed herewith:

Exhibit No.            Description

    10.1    Form of Restricted Stock Unit Award Notification (Service-Vesting)
    10.2    Form of Restricted Stock Unit Award Notification
(Performance-Vesting)
    99.1    Text of press release issued by KLA-Tencor Corporation dated May 3,
2012