This excerpt taken from the KLAC DEF 14A filed Sep 24, 2009.




Review, Approval or Ratification with Related Persons

Our Standards of Business Conduct require that all employees and Directors avoid conflicts of interests, including situations in which their personal interests interfere in any way, or appear to interfere, with the interests of KLA-Tencor.

In addition, pursuant to its written charter, the Audit Committee of our Board of Directors reviews all related party transactions between KLA-Tencor, our executive officers and Directors, beneficial owners of five percent or more of our securities, and all other related persons as specified under Item 404 of Regulation S-K promulgated by the SEC for potential conflict of situations. The Audit Committee then approves (or disapproves) each related party transaction, to the extent required by applicable SEC and stock exchange rules. The Audit Committee has not adopted any specific written procedures for conducting such reviews and considers each transaction in light of the specific facts and circumstances presented.


Transactions with Related Persons – Purchases of Goods and Services

The following transactions represent the transactions in which KLA-Tencor was a participant during fiscal year 2009, the amount involved exceeded $120,000, and any related person had a material direct or indirect interest (as determined, and as required to be reported, in accordance with SEC rules and regulations).

During the first six months of fiscal year 2009, Mr. Kennedy served as President and Chief Executive Officer of JDS Uniphase Corporation (“JDSU”). During that six-month period, we purchased $5,048,146 in materials related to lasers (including laser heads and laser tubes) and power supplies from JDSU.

Mr. Calderoni’s brother, Frank Calderoni, serves as an executive officer of Cisco Systems Inc. (“Cisco”). During fiscal year 2009, we purchased approximately $219,768 in telecommunications equipment and services from Cisco.

These transactions were reviewed and approved or ratified by the Audit Committee in accordance with the policies and procedures described above.



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