UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): September 29, 2006
KLA-TENCOR CORPORATION
(Exact name of registrant specified in its charter)
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| Delaware
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000-09992
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04-2564110 |
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| (State or other jurisdiction of incorporation)
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(Commission File Number)
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(I.R.S. Employer Identification No.) |
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| 160 Rio Robles, San Jose, California
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95134 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone, including area code: (408) 875-3000
(Former name and former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
TABLE OF CONTENTS
ITEM 1.01: Entry into Definitive Material Agreement
Performance Bonus Plan. On September 29, 2006, the Compensation Committee of the Board of
Directors of KLA-Tencor Corporation (the “Company”) established the Company performance goals
which are to be in effect for the 2007 fiscal year under the Company’s Performance Bonus Plan (the
“Plan”), an incentive bonus plan administered in conformity with Section 162(m) of the Internal
Revenue Code. The performance goals are tied to the Company’s operating income for the 2007 fiscal
year and to certain strategic factors for such fiscal year based on the Company’s pre-tax profit
and operating margin. For certain participants, the bonus potentials are also tied to profit from
operations at group or division levels within the Company. The Compensation Committee has also
approved the bonus potential for each participant at threshold, target and maximum levels of
Company performance for the 2007 fiscal year. Following the close of the 2007 fiscal year, the
Compensation Committee will determine the actual bonus amount for each participant based on the
actual levels at which the performance goals for that year are attained, and the actual bonus
amounts (if any) are expected to be paid within ninety days after the close of such year.
The following executive officers will participate in the Plan for the 2007 fiscal year, with bonus
potentials at the following threshold, target and maximum levels:
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Award Level |
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| Executive
Officer |
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Threshold |
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Target |
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Maximum |
Kenneth Levy |
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$ |
4,500 |
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$ |
150,006 |
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$ |
187,508 |
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Richard P. Wallace |
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$ |
20,085 |
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$ |
669,500 |
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$ |
836,875 |
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John H. Kispert |
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$ |
15,296 |
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$ |
509,850 |
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$ |
637,313 |
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Lance Glasser |
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$ |
6,118 |
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$ |
203,945 |
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$ |
254,931 |
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Jeffrey L. Hall |
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$ |
5,562 |
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$ |
185,400 |
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$ |
231,750 |
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The actual bonus award (if any) may be higher or lower depending upon the actual level at which the
performance goals for the 2007 fiscal year are attained, but no executive officer will receive a
bonus award under the Plan in excess of the maximum dollar award indicated for him above, and no
executive officer will receive any bonus award under the Plan if the threshold level of Company
performance is not attained.
Outstanding Corporate Performance Bonus Plan. On September 29, 2006, the Compensation Committee
also set the Company performance goals which are to be in effect for the 2007 fiscal year under the
Company’s Outstanding Corporate Performance Bonus Plan (the “OCPB Plan”). The performance goals are
tied to the Company’s profit from operations and operating margin for the 2007 fiscal year. The
Compensation Committee also approved the bonus potential for each participant at threshold, target
and maximum levels of Company performance for the 2007 fiscal year. Following the close of the 2007
fiscal year, the Compensation Committee will determine the actual bonus amount for each participant
based on the actual levels at which the performance goals for that year are attained, and the
actual bonus amounts (if any) are expected to be paid within ninety days after the close of such
year.
The following executive officers will participate in the OCPB Plan for the 2007 fiscal year, with
bonus potentials at the following threshold, target and maximum levels:
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Award Level |
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| Executive
Officer |
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Threshold |
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Target |
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Maximum |
Kenneth Levy |
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$ |
1,500 |
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$ |
150,006 |
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$ |
300,013 |
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Richard P. Wallace |
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$ |
6,695 |
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$ |
669,500 |
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$ |
1,399,000 |
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John H. Kispert |
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$ |
5,099 |
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$ |
509,850 |
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$ |
1,019,700 |
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Lance Glasser |
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$ |
2,039 |
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$ |
203,945 |
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$ |
407,890 |
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Jeffrey L. Hall |
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$ |
1,854 |
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$ |
185,400 |
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$ |
370,800 |
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The actual bonus award (if any) may be higher or lower depending upon the actual level at which the
performance goals for the 2007 fiscal year are attained, but no executive officer will receive a
bonus award under the Plan in excess of the maximum dollar award indicated for him above, and no
executive officer will receive any bonus award under the Plan if the threshold level of Company
performance is not attained.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the
registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
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KLA-TENCOR CORPORATION |
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Date: October 3, 2006
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By:
Name:
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/s/ JEFF HALL
Jeff Hall
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Title:
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Chief Financial Officer |
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