|
Exhibit
99.1
STOCK OPTION
AMENDMENT
AND
SPECIAL BONUS
AGREEMENT
AGREEMENT made as of
the day of
, 2007 by and between KLA-Tencor Corporation, a Delaware
corporation (the “Company”), and
, the holder of one or more options to purchase shares of the
Company’s common stock (the
“Optionee”).
WHEREAS, the Company
previously granted to Optionee the options identified on attached
Schedule I (the “Options”) to purchase
shares of the Company’s common stock under one or more of the
Company’s employee stock incentive plans (individually, a
“Plan”).
WHEREAS, the Company
and Optionee entered into a formal Stock Option Agreement (the
“Option Agreement”) evidencing each such
Option.
WHEREAS, in order to
avoid adverse tax consequences under section 409A of the Internal
Revenue Code, Optionee agreed to have each of the Options amended
to increase the exercise price per share to be in effect for the
unexercised portion of that Option which is subject to section 409A
and identified as such on Schedule I (the
“Covered Portion”) to the lower of (i) the fair
market value per share of the Company’s common stock on the
actual grant date determined for that option or (ii) the fair
market value per share on the date the Compensation Committee of
the Company’s Board of Directors approved the increased
exercise price.
WHEREAS, in order to
compensate Optionee for the increased exercise prices to be in
effect for the Covered Portions of the Options, the Company is
willing to pay Optionee a special cash bonus in a dollar amount
equal to the aggregate increase in the exercise prices for the
Covered Portions of the Options listed on Schedule I
, with the actual dollar of that bonus indicated as the Total
Special Bonus on Schedule I .
NOW THEREFORE, the
parties hereby agree as follows:
1. Increased Exercise
Price . The exercise price per share set forth in the
Option Agreement for each of the Options listed on Schedule
I is hereby increased, with respect to the shares subject
to the Covered Portion of that Opt
| 
