Fiscal Year 2009 Performance Bonus Plan

Exhibit 10.41

注意：本展品的部分是KLA-Tencor Corporation对证券交易委员会（“秒”）的机密治疗要求的主题。这些部分已被缩短，并以“**”标记为代替删除的语言。秒案已分别提交删除信息。

Kla-Tencor.

FY09性能奖金计划

(Annual Executive Bonus)

计划摘要

KLA-Tencor绩效奖金计划（计划）旨在激励高级管理人员通过为目标绩效提供竞争性奖励和奖励未偿还表现的适当的上行机会来实现高级管理人员实现短期和长期的企业目标。

Plan Period

This Plan is effective for the fiscal year period from July 1 through June 30, 2009. Newly eligible employees (e.g. employees promoted to an incentive-eligible position for the first time or a new hire) must be in an eligible position on or before April 1 of the fiscal year in order to qualify for participation in fiscal year FY09.

Eligible Positions

The Company’s Chief Executive Officer (CEO), Chief Operating Officer (COO), and Executives holding a position at X02 level and above, are eligible to participate in the Plan.

Program Payments

Bonus payments, based on performance during the Plan Period, will be paid within 90 days following June 30, 2009, but in no event later than December 31, 2009. Bonus calculations are based on paid base salary for the applicable Plan Period. Paid base salary includes base salary and seasonal bonuses paid in some countries if the seasonal bonus is considered a component of the employee’s annual salary. Paid base salary does not include relocation allowances and reimbursements, tuition reimbursements, car/transportation allowances, expatriate allowances, commissions, long-term disability payments, or bonuses paid during the fiscal year. A participant must be a regular, active employee of the Company on the date of the payout in order to receive payment. Employees who are promoted or hired into an eligible position during the year (on or before April 1) will have their payouts calculated on paid salary from the effective date of the promotion or hire. If an employee’s target bonus changes during the year, the payout will be prorated.

Target Bonus

目标奖金是为每个计划参与者的基础工资的百分比。

资金门槛

Total available funding for the Plan will be determined by performance against a threshold level of PFO performance for the fiscal year. The Plan will be fully funded (equivalent to the sum of 3.00 times each Plan participant’s target bonus percentage and base salary) upon achievement of a performance threshold of $[omitted]**of PFO or greater (including

**	根据保密治疗请求，此信息已被省略，并已与SEC单独提交。


FY09性能奖金计划 - 最终		机密待遇

Share-based compensation and excluding acquisitions, 1-time charges, and deal-related amortization). This performance threshold constitutes the performance threshold for purposes of Section 162(m) of the Internal Revenue Code (Section 162(m)). This fully funded amount represents the maximum bonus opportunity for each Plan participant and the maximum total cost of the Plan.

性能矩阵和资金的确定可用于奖金支付

在实现资金门槛后，可根据下表所提供的公司相对收入增长和PFO绩效，确定高管的资金水平。beplay官网ued表中的金额代表了可用于分配奖金支付的每个执行的目标奖励的倍数（性能矩阵多）。

相对收入表现


**	0.00.	1.00	1.00	1.00	1.36	1.46	1.56	1.66	1.76	1.86
**	0.00.	1.00	1.00	1.00	1.29	1.39	1.49	1.59	1.69	1.79
**	0.00.	1.00	1.00	1.00	1.23	1.33	1.43	1.53	1.63	1.73
**	0.00.	0.96	1.00	1.00	1.16	1.26	1.36	1.46	1.56	1.66
**	0.00.	0.90	0.96	1.00	1.10	1.20	1.30	1.40	1.50	１．６０
**	0.00.	0.83	0.90	0.96	1.03	1.13	1.23	1.33	1.43	1.53
**	0.00.	0.76	0.83	0.90	0.96	1.06	1.16	1.26	1.36	1.46
**	0.00.	0.70	0.76	0.83	0.90	1.00	1.10	1.20	1.30	1.40
**	0.00.	0.63	0.70	0.76	0.83	0.93	1.03	1.13	1.23	1.33
**	0.00.	0.57	0.63	0.70	0.77	0.87	0.97	1.07	1.17	1.27
**	0.00.	0.50	0.57	0.63	0.70	0.80	0.90	1.00	1.10	1.20
	**	**	**	**	**	**	**	**	**	**

获利操作(卵圆孔未闭)性能

无论性能水平如何，多个不能超过3.0

**	根据保密治疗请求省略了这种性能矩阵的这些细胞中所含的信息，并已与秒分开提交。

个人绩效和执行奖金支付的确定

Each individual Executive’s actual bonus payment amount will be based on the CEO’s assessment of the Executive’s performance for the year and determination of an Individual Performance Multiplier (IPM) ranging from 80-120%. The IPM is multiplied by the Executive’s target bonus and the multiple achieved from the Performance Matrix to determine the actual bonus payment amount (see bonus calculation below). Each Executive’s performance will be evaluated based on how effectively they led their organization as demonstrated against the key Balanced Scorecard measures and objectives for the Executive’s respective organization. The IPM and final bonus payments for each Plan participant, with the exception of the CEO, will be recommended by the CEO and reviewed and approved by the Compensation Committee. The IPM and final bonus for the CEO will be determined by the company’s Board of Directors.


FY09性能奖金计划 - 最终		机密待遇

奖金计算

参与者奖金计算的公式是：

Paid Base Salary for Incentive Period

x目标奖金

x Performance Matrix Multiple

x Individual Performance Multiplier (IPM)

在任何情况下，个人奖金都可以向参与者支付超过3.00次参与者的目标奖金。

General Provisions

The Compensation Committee (or the independent members of the Company’s Board of Directors, within the meaning set forth in Section 162(m) (the “Independent Directors”)) shall be the Plan Administrator. The Compensation Committee (or the Independent Directors) shall make such rules, regulations, interpretations and computations and shall take such other action to administer the Plan as it may deem appropriate. The establishment of the Plan shall not confer any legal rights upon any employee or other person for a continuation of employment, nor shall it interfere with the rights of the Company to discharge any employee and to treat him or her without regard to the effect which that treatment might have upon him or her as a participant in the Plan. This Plan shall be construed, administered and enforced by the Compensation Committee (or the Independent Directors), in its sole discretion. The laws of the State of California will govern any legal dispute involving the Plan. The Compensation Committee (or the Independent Directors) may at any time alter, amend or terminate the Plan, subject to the requirements of Section 162(m).