1. On August 4, 2011, the Reporting Person received a grant of performance-based restricted stock units ("RSUs") that, following the completion of fiscal year 2013, was determined by the Compensation Committee of KLA-Tencor's Board of Directors (in August 2013) to cover, based on KLA-Tencor's financial performance during fiscal year 2013, 15,000 shares of KLA-Tencor common stock. On August 4, 2015, the Reporting Person vested in fifty percent (50%) of the performance-based RSUs.
2. Pursuant to the terms of the August 4, 2011 performance-based RSU grant, 3,914 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. The fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the NASDAQ Stock Market on such vesting date.
3. On August 4, 2011, the Reporting Person received a grant of RSUs covering 15,000 shares of KLA-Tencor common stock. On August 4, 2015, the Reporting Person vested in fifty percent (50%) of such RSUs.
4. Pursuant to such terms of the August 4, 2011 RSU grant, 3,005 shares of KLA-Tencor common stock were automatically withheld at vesting to cover required tax withholding. The fair market value of KLA-Tencor common stock used for purposes of calculating the number of shares to be withheld was the closing price of KLA-Tencor common stock as reported on the NASDAQ Stock Market on such vesting date.
5. Each RSU represents a contingent right to receive one share of KLA-Tencor common stock.
6. Does not include performance-based RSUs, if any, held by the Reporting Person for which an assessment has not yet been made regarding the achievement of the applicable performance goals. Any such holdings will be reported on a Form 4 within two business days of the date such assessment is made.