AMENDMENT NO. 1
Exhibit 99.2
AMENDMENT NO. 1
THIS AMENDMENT NO. 1 (the “Amendment”) to the SEPARATION AGREEMENT AND GENERAL RELEASE dated
October 16, 2006 made by and between KLA-Tencor Corporation (the “Company”), and Xxxxxxx Xxxx,
(hereinafter “Executive”) shall be effective as of October 16, 2006 (the “Effective Date”).
WHEREAS, the Executive is currently a party to the Separation Agreement and General Release with
the Company dated October 16, 2006 (the “Agreement”);
WHEREAS, the Company and the Executive desire to amend the terms and conditions of the Agreement to
conform those terms to the applicable requirements of Section 409A of the Internal Revenue Code;
NOW, THEREFORE, the Company and Executive, in consideration of the mutual promises set forth
herein, agree as follows:
Section I of the Agreement is hereby deleted in its entirety and replaced with the following new
section:
Provided you do not exercise your right of revocation after your execution of this Agreement and
provided all applicable conditions of this Agreement are met, you will be paid a lump sum amount
equal to $37,500, which is 25% of your current base salary ($150,000 per year), less required
deductions on April 17, 2007 (six months after the date of your separation from service with the
Company) or as soon as practicable thereafter. Should you die before April 17, 2007, the payment
will be made to your estate within 30 days after your death. Payment will be made to you in
accordance with KLA’s normal payroll practices for salaried employees. With the exception of the
payment of your remaining salary due through the date of your retirement and the reimbursements
described in the next paragraph, you will not be eligible for any additional payment under any
other agreement or any severance or other plan, policy or program.
On or about seven (7) calendar days after the execution of this Agreement, provided you do not
exercise your right of revocation and provided all applicable conditions of this Agreement are met,
you will be entitled to receive the following until you reach age 70: (a) reimbursement for the
costs of an executive office (not on Company premises) and related amenities, provided that such
reimbursement will not exceed $50,000 per year; and (b) full-time services of your current
administrative assistant (or her replacement), who will be an employee of the Company, provided
that the fully-loaded cost for such assistant does not exceed $100,000 per year. Notwithstanding
the foregoing, any costs you incur for your executive office for the period beginning on October
16, 2006 and ending on April 16, 2007 (the “409A Period”) will not be reimbursed to you until April
17, 2007 or as soon as practicable thereafter. In addition, during the 409A Period, you will
reimburse the Company on a monthly basis beginning November 16, 2006 and ending April 16, 2007 for
the cost of providing you with the services of your current administrative assistant (or her
replacement), and, for any period of time during the 409A Period you maintain an executive office
on Company premises rather than offsite, for the costs of the
executive office on Company premises. However, on April 17, 2007 or as soon as practicable
thereafter, you will receive a lump sum payment in the amount of those reimbursements made to the
Company. Should you die before April 17, 2007, any reimbursements or payments due you under this
paragraph will be made to your estate within 30 days after your death.
Except for the foregoing amendment to the Agreement, no other terms or conditions of your Agreement
have been modified as a result of this Amendment, and those other terms and conditions will
continue in full force and effect.
This amendment does not restart the 21 day consideration period in the Agreement and is effective
when you sign it.
Please attach a copy of this Amendment to your Agreement so that you will have a complete record of
all the terms applicable to your employment with the Company.
| KLA-TENCOR CORPORATION | ||||||
| By: | /s/ Xxxxxxx Xxxx | |||||
| Title: | Chief Financial Officer | |||||
| XXXXXXX XXXX, EXECUTIVE | ||||||
| /s/ Xxxxxxx Xxxx | ||||||
2.
