Exhibit 10.25
29 October 2002
Mr. Jorge Titinger
Dear Jorge,
I am pleased to offer you the
opportunity and challenge to join the KLA-Tencor team. As the Vice
President and General Manager of the T.I. Business Unit for
KLA-Tencor Corporation, you will report directly to me. The details
of your employment offer are as follows:
SALARY: $10,192.30 bi-weekly,
equivalent to $265,000 on an annual basis.
STOCK OPTIONS: It will be
recommended at the next Board of Directors’ Stock Committee
meeting, pursuant to the Company Stock Option Plan, that you be
granted an option of 60,000 shares of KLA-Tencor stock at the price
on the day of the grant.
MANAGER’S INCENTIVE BONUS: You
will receive up to 50% of your Annual salary, paid out after the
end of the fiscal year, as an incentive bonus based on performance
to plans established at the beginning of each fiscal
year.
OUTSTANDING CORPORATE PERFORMANCE
BONUS PROGRAM: You are also eligible to participate in the
KLA-Tencor Outstanding Corporate Performance Bonus Program, under
which you may receive up to an additional 50% of your earned annual
salary, minus profit sharing. The exact pay out of this program is
dependent on the corporation meeting its’ strategic financial
objectives as well as accomplishing the growth goals established at
the beginning of the fiscal year.
RELOCATION: Not applicable, as you
currently reside in the area.
DEFERRED COMPENSATION PROGRAM: As a
part of this offer, KLA-Tencor is extending a special consideration
to you to fund your participation in the deferred compensation
program at the following rate: $100,000 to be placed into the
account effective upon your start date, and an additional $100,000
each year for the succeeding four years of your employment,
provided you are on the payroll at the time of the allocation.
Note: The funding of this deferred compensation program shall in
all ways conform to the applicable rules/provisions of the plan in
regards to vesting; investment; and distribution of funds.
Naturally, this arrangement is intended to comply with all existing
known and future regulatory provisions, which may modify/amend and
otherwise alter executive compensation programs.
FOCAL POINT REVIEW PROGRAM: Employee
performance is measured and evaluated based on KLA-Tencor’s
fisc
