Exhibit 10.28

2007年2月15日

Mr. Brian M. Martin

160 Rio Robles

San Jose, CA 95134

Dear Brian:

I am pleased to offer you the opportunity and challenge to join the KLA-Tencor team. As Senior Vice President, General Counsel and Corporate Secretary, you will work under my direction. The details of your employment offer are as follows:

SALARY：每周12,500.00美元，相当于每年325,000.00美元。

RESTRICTED STOCK UNITS：It will be recommended at the next meeting of the Compensation Committee of the Board of Directors, pursuant to the Company Stock Option Plan, that you be granted 28,000 restricted stock units (RSUs) of KLA-Tencor stock per the company’s normal vesting schedule (yesterday the Compensation Committee indicated it’s approval of the size of this award, but the award will not be granted until the next regular meeting of the Committee after your start date, which is scheduled for May 8, 2007).

登录奖金你将收到一个one-time sign-on bonus of $100,000.00 to be paid within two weeks of your first day of employment.

经理的激励奖金€您还将有资格参加优秀的公司奖金计划，年支付高达50％的基础薪水。您必须在支付之日起员工才有资格获得奖金支付。

FOCAL POINT REVIEW PROGRAM：Employee performance is measured and evaluated based on KLA-Tencor’s fiscal year on a prorated basis with an effective date in September.

EXECUTIVE SEVERANCE PLAN：Subject to Compensation Committee approval (which was received yesterday), You will participate in the Company’s Executive Severance Plan with the same level of coverage as the Company’s Chief Operating Officer (as described in the Company’s recently filed Form 10-K for the fiscal year ended June 30, 2006). The current COO-level coverage is summarized as follows:

(a) Upon a termination of employment without cause (as defined in the plan) or a resignation for good reason (as defined in the plan) before the occurrence of a change of control (as defined in the plan), (i) you would receive severance pay equal to your salary, payable for 24 months, (ii) you would receive your current year annual incentive on a pro-rated basis, (iii) your equity awards would vested on a pro-rated basis through the end of the month of termination, and (iv) you would get one year post termination to exercise any options (but not beyond the end of their term).

(b) Upon a termination of employment without cause (as defined in the plan) or a resignation for good reason (as defined in the plan) within two years after a change of control (as defined in the plan), (i) you would receive severance pay equal to your salary plus annual target bonus plus an additional $2,000/month, payable for 24 months, (ii) you would receive your current year incentive on a pro-rated basis, (iii) your equity awards would accelerate and be fully vested, (iv) you would get one-year post termination to exercise any options (but not beyond the end of their term), and (v) you would get reimbursed for any golden parachute excise taxes on a grossed-up basis.

1986年11月6日生效的移民法要求所有雇主核实每个人在美国工作的资格，包括美国公民。您的就业优惠取决于您在美国提供令人满意的身份和授权证明。请在您的第一天携带适当的区域文件。

布莱恩，我相信你将成为Kla-Tencor的一个非常有价值的资产，并希望您能找到许多机会，以便在专业和个人身上发展。

此优惠在完成令人满意的背景和借鉴支票后，此优惠将于2007年2月19日到期。此外，请在您的工作期间，您可能会根据KLA的某些客户提供额外的背景检查。- 在您的工作期间，KLA-Tencor发现的任何新信息或情况所要求的。要表明接受本次雇佣优惠，请签署这封信的两份，保留一个用于您的记录，并在附上的自我辅导信封（或按照安排）中返回一个。

You should be aware that your employment with KLA-Tencor is at will, except as otherwise provided in this letter. Therefore, you are free to resign at any time, for any reason or for no reason, and KLA-Tencor is free to conclude its employment relationship with you at any time, with or without cause, and with or without notice, provided that the Company must satisfy any applicable obligations with respect to your coverage in the Company’s Executive Severance Plan following a termination of your employment by the Company without “cause” (as defined in such plan) or a resignation by you for “good reason” (as defined in such plan).

In order to expeditiously deal with any disputes relating to or arising out of our employment relationship, you and KLA-Tencor agree that any such disputes including but not limited to claims of harassment, discrimination, breach of contract, and wrongful termination, shall be fully and finally resolved by binding arbitration conducted by the American Arbitration Association in Santa Clara, California, pursuant to the Arbitration Rules set forth in California Code of Civil Procedure Section 1280, et seq., including Section 1283.05 (the ‘Rules’) and pursuant to the Federal Arbitration act. KLA-Tencor will pay the costs as provided in the American Arbitration Association’s National Rules for the Resolution of Employment Disputes.

If you have any questions concerning this offer of employment, please feel free to contact me. We look forward to you joining KLA-Tencor.

Acceptance & Acknowledgment：

I agree to and accept employment with KLA-Tencor Corporation on the terms and conditions set forth in this letter.

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