RSU Notification (PRSU 2014 08)






Exhibit 10.49


PERFORMANCE-VESTING


Restricted Stock Unit Award Notification


To:            [FNAME] [LNAME] 
[EMAIL] 
Employee ID: [ID #] 
From:            KLA-Tencor Executive Team
Subject:            Restricted Stock Unit Grant
                            


Congratulations!  We are pleased to inform you that the Compensation Committee of KLA-Tencor Corporation’s Board of Directors (or the independent members of the Board of Directors) has granted to you an award of performance-based Restricted Stock Units under the KLA-Tencor Corporation 2004 Equity Incentive Plan (the “EIP4 Equity Plan”).  Subject to the provisions of the EIP4 Equity Plan and the applicable Restricted Stock Unit Agreement, the principal features of this award are as follows:


Date of Grant:        [DATE] 


Award Number:        [AWARD #]


Target Number of 
Restricted Stock Units
Awarded:        [SHARES] 
Each Restricted Stock Unit represents the right to receive one share of KLA-Tencor Corporation common stock upon the satisfaction of the applicable vesting requirements set forth below. 


		
	Vesting Schedule:
	The number of Restricted Stock Units in which you may actually vest shall be determined as follows:




		
	(i)
	first, as soon as practicable following the completion of the audited financial statements for the Company’s _____ fiscal year, the Administrator shall determine the level at which the performance goal for fiscal years ____, ____ and ____ (as set forth in attached Schedule A) has been attained and on the basis of that assessment determine the specific number of Restricted Stock Units hereby awarded to you in which you will have the potential to vest based on your continuation in Service Provider status. Such number may range from 0 Restricted Stock Units (if less than threshold attainment of the performance goal is attained) to ___% of the target number of Restricted Stock Units set forth above (if attainment is at or above the maximum specified goal). The actual number shall be determined on the basis of the payout guidelines (and linear interpolation) set forth in attached Schedule A.


		
	(ii)
	You shall vest in 50% of the number of Restricted Stock Units determined under subparagraph (i)  upon your continuation in Service Provider status through the three-year anniversary of the Date of Grant (or, if later, the date on which the determination as to the number of Restricted Stock Units earned under this award, as set forth under subparagraph (i) above, is made by the Compensation Committee (or the independent members of the Board)); and 50% of the Restricted Stock Units determined under subparagraph (i)  upon your continuation in Service Provider status through the four-year anniversary of the Date of Grant.




Vesting in your Restricted Stock Units will cease immediately upon your termination of Service Provider status for any reason, including pursuant to a reduction-in-force.


The issuance of shares of KLA-Tencor Corporation common stock upon the vesting of Restricted Stock Units is subject to compliance with all of the applicable requirements of all laws or regulations with respect to such units. Neither the grant of this award nor the vesting schedule alter the terms of your employment, which remain at-will and subject to termination by KLA-Tencor or you at any time, with or without cause or notice.


PLEASE BE SURE TO READ THE APPLICABLE RESTRICTED STOCK UNIT AGREEMENT, WHICH CONTAINS SPECIFIC TERMS AND CONDITIONS APPLICABLE TO THIS AWARD.  By accepting this award, you agree and 









understand that this award is subject to all of the terms and conditions contained in (1) this Restricted Stock Unit Award Notification, (2) the EIP4 Equity Plan document, (3) the applicable Restricted Stock Unit Agreement (with Dividend Equivalents) (note that there are three different forms of Restricted Stock Unit Agreement that provide for Dividend Equivalents - one for United States employees, one for French employees and one for non-U.S. employees other than in France), and (4) for employees residing outside the United States, the country-specific Appendix to the Restricted Stock Unit Agreement for Non-U.S. Employees (with Dividend Equivalents). For copies of these plan documents, please see KLA-Tencor’s Long Term Incentives website, which can be accessed through the KLA-Tencor Intranet site: http://hronline.kla-tencor.com/incent-and-reward/long-term-incentives.


Please consult your individual tax advisors regarding any tax or other consequences related to your KLA-Tencor RSUs.


THIS MEMO IS YOUR OFFICIAL NOTIFICATION OF THIS AWARD.  NO ADDITIONAL DOCUMENTATION WILL BE SENT TO YOU CONCERNING THIS AWARD.






SCHEDULE A


APPLICABLE PERFORMANCE GOAL AND GUIDELINES
FOR DETERMINATION OF NUMBER OF RESTRICTED STOCK UNITS
SUBJECT TO POTENTIAL VESTING