AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

 

                                       OF

 

                           KLA INSTRUMENTS CORPORATION

 

 

         KLA Instruments Corporation, a corporation organized and existing

under the laws of the State of Delaware, hereby certifies as follows:

 

         1.      The name of the corporation is KLA Instruments Corporation,

and the name under which the corporation was originally incorporated is KLA

Corporation.  The date of filing its original Certificate of Incorporation with

the Secretary of State was July 9, 1975.

 

                 The amendment to the corporation's Certificate of

Incorporation set forth was approved by the corporation's Board of Directors

and stockholders and was duly adopted in accordance with the provisions of

Sections 242 and 245 of the General Corporation Law of the State of Delaware.

 

         2.      The text of the Certificate of Incorporation as amended or

supplemented heretofore is hereby amended and restated to read as herein set

forth in full:

         "FIRST:  The name of the corporation (hereinafter called the

"corporation") is KLA-Tencor Corporation.

 

         SECOND:  The address, including street, number, city and county, of

the registered office of the corporation in the State of Delaware is 1209

Orange Street, City of Wilmington, County of New Castle, and the name of the

registered agent of the corporation in the State of Delaware at such address is

The Corporation Trust Company.

 

         THIRD:  The nature of the business and of the purposes to be conducted

and promoted by the corporation is as follows:

 

         To manufacture, purchase or otherwise acquire, import and export,

invest in, own, mortgage, pledge, sell, assign, and transfer or otherwise

dispose of, trade, deal in and deal with goods, wares, merchandise and personal

property of every kind, nature and description, both on its own account and for

others.

<PAGE>   2

 

         To render services of every kind, nature and description (including,

but not limited to, consulting, financial, engineering, research and similar or

related services) both on its own account and for others.

 

         To develop, obtain, purchase or otherwise acquire, and to hold, own,

use, sell, limit or otherwise dispose of processes, formulae, inventions and

devices of every kind, nature and description, whether patented or not; and to

apply for and obtain letters patent under the laws of the United States or of

any foreign country.

 

         To borrow or lend money, and to make and issue notes, bonds,

debentures, obligations, and evidences of indebtedness of all kinds, whether

secured by mortgage, pledge, or otherwise, without limit as to amount, and to

secure the same by mortgage, pledge, or otherwise and generally to make and

perform agreements and contracts of every kind and description.

 

         To subscribe for, take, acquire, hold, sell, exchange and deal in

shares, stock, bonds, obligations and securities of any corporation,

government, authority or company; to form, promote, subsidize and assist

companies, syndicates, or partnerships of all kinds, and to finance and

refinance the same; and to guarantee the obligations of other persons, firms,

or corporations.

 

         In general, to do any act necessary or incidental to the conduct of

said businesses and in the transaction thereof, to carry on any other business,

whether manufacturing or otherwise, and to do any other thing permitted by all

present and future laws of the State of Delaware applicable to business

corporations.

 

         FOURTH:  The aggregate number of shares of stock which the corporation

shall have authority to issue shall be 251,000,000 shares, with the par value

of each of such shares being $0.001.  These shares shall be divided into the

following classes:

 

         (1)     250,000,000 shares shall be designated as Common Stock; and

 

         (2)     1,000,000 shares shall be designated as Preferred Stock.

 

         The Board of Directors is authorized, subject to any limitations

prescribed by law, to provide for the issuance of shares of Preferred Stock in

series, and by filing a certificate pursuant to the applicable law of the State

of Delaware, to establish from time to time the number of shares to be included

in each such series, and to fix the designation, powers, preferences, and

rights of the shares of each such series and any qualifications, limitations or

restrictions thereof.  The number of authorized shares of Preferred Stock may

be increased or decreased (but not below the number of shares thereof then

outstanding) by the affirmative vote of the holders of a majority of the then

outstanding shares of Common Stock, without a vote of the holders of the

Preferred Stock, or of any series thereof, unless a vote of any such holders is

required pursuant to the certificate or certificates establishing the series of

Preferred Stock.

 

         FIFTH:  The name and the mailing address of the incorporator are as

follows:

 

 

 

 

 

 

 

 

 

 

 

                                      -2-

 

<PAGE>   3

               Name                           Mailing Address

       ---------------------                ---------------------

         R.G. Dickerson                          229 South State Street

                                                 Dover, Delaware

 

         SIXTH:  The corporation is to have perpetual existence.

 

         SEVENTH:  Whenever a compromise or arrangement is proposed between

this corporation and its creditors or any class of them and/or between this

corporation and its stockholders or any class of them, any court of equitable

jurisdiction with the State of Delaware may, on the application in a summary

way of this corporation or of any creditor or stockholder thereof or on the

application of any receiver or receivers appointed for this corporation under

the provisions of Section 291 of Title 8 of the Delaware Code or on the

application of trustees in dissolution or of any receiver or receivers

appointed for this corporation under the provisions of Section 279 of Title 8

of the Delaware Code order a meeting of the creditors or class of creditors,

and/or of the stockholders or class of stockholders of this corporation, as the

case may be, to be summoned in such manner as the said court directs.  If a

majority in number representing three-fourths in value of the creditors or

class of creditors and/or of the stockholders or class of stockholders of this

corporation; as the case may be, agree to any compromise or arrangement and to

any reorganization of this corporation as consequence of such compromise or

arrangement, the said compromise or arrangement and the said reorganization

shall, if sanctioned by the court to which the said application has been made,

be binding on all the creditors or class of creditors, and/or on all the

stockholders or class of stockholders, of this corporation, as the case may be,

and also on this corporation.

 

         EIGHTH:  For the management of the business and for the conduct of the

affairs of the corporation, and in further definition, limitation and

regulation of the powers of the corporation and of its directors and of its

stockholders or any class thereof, as the case may be, it is further provided:

 

         1.      (a)  The business and affairs of the corporation shall be

managed by or under the direction of the Board of Directors.  In addition to

the powers and authority expressly conferred upon them by the General

Corporation Law of the State of Delaware or by this Certificate of

Incorporation or the By-Laws of the corporation, the directors are hereby

empowered to exercise all such powers and do all such acts and things as may be

exercised or done by the corporation.

 

                 (b)      The number of directors shall initially be 6 and,

thereafter, shall be fixed from time to time exclusively by the Board of

Directors pursuant to a resolution adopted by a majority of the total number of

authorized directors (whether or not there exist any vacancies in previously

authorized directorships at the time any such resolution is presented to the

Board for adoption).

 

                 (c)      The directors shall be divided into three classes, as

nearly equal in number as reasonably possible, with the term of office of the

first class to expire at the 1990 annual meeting of stockholders, the term of

office of the second class to expire at the 1991 annual meeting of stockholders

and the term of office of the third class to expire at the 1992 annual meeting

of

 

 

 

 

 

                                      -3-

<PAGE>   4

stockholders.  At each annual meeting of stockholders following such initial

classification and election, directors shall be elected to succeed those

directors whose terms expires for a term of office to expire at the third

succeeding annual meeting of stockholders after their election.  All directors

shall hold office until the expiration of the term for which elected, and until

their respective successors are elected, except in the case of the death,

resignation, or removal of any director.

 

                 (d)      Subject to the rights of the holders of any series of

Preferred Stock then outstanding, newly created directorships resulting from

any increase in the authorized number of directors or any vacancies in the

Board of Directors resulting from death, resignation, retirement,

disqualification or other cause (other than removal from office by a vote of

stockholders) may be filled only by a majority vote of the directors then in

office, though less than a quorum, and directors so chosen shall hold office

for a term expiring at the annual meeting of stockholders at which the term of

office of the class to which they have been elected expires.  No decrease in

the number of directors constituting the Board of Directors shall shorten the

term of any incumbent director.

 

                 (e)      Subject to the rights of the holders of any series of

Preferred Stock then outstanding, any directors, or the entire Board of

Directors, may be removed from office at any time, but only for cause and only

by the affirmative vote of the holders of at least a majority of the voting

power of all of the then outstanding shares of capital stock of the corporation

entitled to vote generally in the election of directors, voting together as a

single class.  Vacancies in the Board of Directors resulting from such removal

may be filled by (i) a majority of the directors then in office, though less

than a quorum, or (ii) the stockholders at a special meeting of the

stockholders properly called for that purpose, by the vote of the holders of a

majority of the shares entitled to vote at such special meeting.  Directors so

chosen shall hold office for a term expiring at the annual meeting of

stockholders at which the term of office of the class to which they have been

elected expires.

 

         2.      After the original or other By-Laws of the corporation have

been adopted, amended, or repealed, as the case may be, in accordance with the

provisions of Section 109 of the General Corporation Law of the State of

Delaware, and, after the corporation has received any payment for any of its

stock, the power to adopt, amend, or repeal the By-Laws of the corporation may

be exercised by the Board of Directors of the corporation.

 

         3.      Whenever the corporation shall be authorized to issue only one

class of stock, each outstanding share shall entitle the holder thereof to

notice of, and the right to vote at, any meeting of stockholders.  Whenever the

corporation shall be authorized to issue more than one class of stock, no

outstanding share of any class of stock which is denied voting power under the

provisions of the certificate of incorporation shall entitle the holder thereof

to the right to vote, at any meeting of stockholders except as the provisions

of paragraph (c)(2) of Section 242 of the General Corporation Law of the State

of Delaware shall otherwise require; provided, that no share of any such class

which is otherwise denied voting power shall entitle the holder thereof to vote

upon the increase or decrease in the number of authorized shares of said class.

 

 

 

 

 

                                      -4-

<PAGE>   5

 

         4.      Any action required or permitted to be taken by the

stockholders of the corporation must be effected at a duly called annual or

special meeting of stockholders of the corporation and may not be effected by

any consent in writing by such stockholders.

 

         NINTH:  The corporation shall, to the fullest extent permitted by

Section 145 of the General Corporation Law of the State of Delaware, as the

same may be amended and supplemented, indemnify any and all persons whom it

shall have power to indemnify under said section from and against any and all

of the expenses, liabilities and other matters referred to in or covered by

said section, and the indemnification provided for herein shall not be deemed

exclusive of any other rights to which those indemnified may be entitled under

any By-Law, agreement, vote of stockholders or disinterested directors or

otherwise, both as to action in his official capacity and as to action in

another capacity while holding such office, and shall continue as to a person

who has ceased to be a director, officer, employee or agent and shall inure to

the benefit of the heirs, executors and administrators of such a person.

 

         TENTH:  From time to time any of the provisions of this certificate of

incorporation may be amended, altered or repealed, and other provisions

authorized by the laws of the State of Delaware at the time in force may be

added or inspected in the manner and at the time prescribed by said laws, and

all rights at any time conferred upon the stockholders of the corporation by

this certificate of incorporation are granted subject to the provisions of this

Article TENTH.

 

         ELEVENTH:

 

                 1.       (a)     In addition to any affirmative vote required

by law or this certificate of incorporation, and except as otherwise expressly

provided in paragraph 2 of this Article ELEVENTH:

 

                                  (i)      any merger or consolidation of the

corporation or any Subsidiary (as hereinafter defined) with (a) any Interested

Shareholder (as hereinafter defined) or (b) any other corporation (whether or

not itself an Interested Shareholder) which is, or after such merger or

consolidation would be, an Affiliate (as hereinafter defined) of an Interested

Shareholder; or

 

                                  (ii)     any sale, lease, exchange, mortgage,

pledge, transfer or other disposition (in one transaction of a series of

transactions) to or with any Interested Shareholder or any Affiliate of any

Interested Shareholder of any assets of the corporation or any Subsidiary

having an aggregate fair market value of $1,000,000 or more; or

 

                                  (iii)    the issuance or transfer by the

corporation or any Subsidiary (in one transaction or a series of transactions)

of any securities of the corporation or any Subsidiary to any Interested

Shareholder or any Affiliate of any Interested Shareholder in exchange for

cash, securities or other property (or a combination thereof) having an

aggregate fair market value of $1,000,000 or more; or

 

 

 

 

 

                                      -5-

<PAGE>   6

                                  (iv)     the adoption of any plan or proposal

for the liquidation or dissolution of the corporation proposed by or on behalf

of an Interested Shareholder or any Affiliate of any Interested Shareholder; or

 

                                  (v)      any reclassification of securities

(including any reverse stock split), or recapitalization of the corporation, or

any merger or consolidation of the corporation with any of its subsidiaries or

any other transaction (whether or not with or into or otherwise involving an

Interested Shareholder) which has the effect, directly or indirectly, of

increasing the proportionate share of the outstanding shares of any class of

equity or convertible securities of the corporation or any Subsidiary which is

directly or indirectly owned by an Interested Shareholder or any Affiliate of

any Interested Shareholder; shall require the affirmative vote of the holders

of at least 80% of the then outstanding shares of capital stock of the

corporation authorized to be issued from time to time under Article FOURTH of

this certificate of incorporation (the "Voting Stock"), voting together as a

single class.  Such affirmative vote shall be required notwithstanding the fact

that no vote may be required, or that a lesser percentage may be specified, by

law or in any agreement with any national securities exchange or otherwise.

Notwithstanding any other provision of this certificate of incorporation to the

contrary, for purposes of this Article ELEVENTH, each share of the Voting Stock

shall have one vote.

 

                          (b)     The term "Business Combination" as used in

this Article ELEVENTH shall mean any transaction which is referred to in any

one or more of clauses (i) through (v) of subparagraph (a) of this paragraph 1.

 

         2.      The provisions of paragraph 1 of this Article ELEVENTH shall

not be applicable to any particular Business Combination, and such Business

Combination shall require only such affirmative vote as if required by law and

any other provision of this certificate of incorporation, if all of the

conditions specified in the following subparagraph (a) are met:

 

                 (a)      The Business Combination shall have been approved by

a majority of the Continuing Directors (as hereinafter defined): provided,

however, that such approval shall only be effective if obtained at a meeting at

which a Continuing Director Quorum (as hereinafter defined) is present.

 

         3.      For the purposes of this Article ELEVENTH:

 

                 (a)      The term "person" shall mean any individual, firm,

corporation or other entity.

 

                 (b)      The term "Interested Shareholder" shall mean any

person (other than the corporation or any Subsidiary and other than any

profit-sharing, employee stock ownership or other employee benefit plan of the

corporation or any Subsidiary or any trustee of or fiduciary with respect to

any such plan when acting in such capacity) who or which:

 

                          (i)     is the beneficial owner (as hereinafter

defined) of more than five percent of the Voting Stock; or

 

 

 

 

 

                                      -6-

<PAGE>   7

 

                          (ii)    is an Affiliate (as hereinafter defined) of

the corporation and at any time within the two-year period immediately prior to

the date in question was the beneficial owner of five percent or more of the

Voting Stock; or

 

                          (iii)   is an assignee of or has otherwise succeeded

to any shares of Voting Stock which were at any time within the two-year period

immediately prior to the date in question beneficially owned by any Interested

Shareholder, if such assignment or succession shall have occurred in the course

of a transaction or series of transactions not involving a public offering

within the meaning of the Securities Act of 1933, as amended.

 

                 (c)      A person shall be a "beneficial owner" of any Voting

Stock:

 

                          (i)     which such person or any of its Affiliates or

Associates (as hereinafter defined) beneficially owns, directly or indirectly;

or

 

                          (ii)    which such person or any of its Affiliates or

Associates has, directly or indirectly, (a) the right to acquire (whether such

right is exercisable immediately or only after the passage of time), pursuant

to any agreement, arrangement or understanding or upon the exercise of

conversion rights, exchange rights, warrants or options, or otherwise, or (b)

the right to vote pursuant to any agreement, arrangement or understanding; or

 

                          (iii)   which are beneficially owned, directly or

indirectly, by any other person with which such person or any of its Affiliates

or Associates has any agreement, arrangement or understanding for the purpose

of acquiring, holding, voting or disposing of any shares of Voting Stock.

 

                 (d)      For the purposes of determining whether a person is

an Interested Shareholder pursuant to subparagraph (b) of this paragraph 3, the

number of shares of Voting Stock deemed to be outstanding shall include shares

deemed owned through application of subparagraph (c) of this paragraph 3 may be

issuable pursuant to any agreement, arrangement or understanding, or upon

exercise of conversion rights, warrants or options, or otherwise.

 

                 (e)      The terms "Affiliate" or "Associate" shall have the

respective meanings ascribed to such terms in Rule 12b-2 of the General Rules

and Regulations under the Securities Exchange Act of 1934, as in effect on

January 1, 1984.

 

                 (f)      The term "Subsidiary" means any corporation of which

a majority of any class of equity security is owned, directly  or indirectly,

by the corporation; provided, however,  that for the purposes of the definition

of Interested Shareholder set forth in subparagraph (b) of this paragraph 3,

the term "Subsidiary" shall mean only a corporation of which a majority of each

class of equity security is owned, directly or indirectly, by the corporation.

 

                 (g)      The term "Continuing Director" means any member of

the Board of Directors of the corporation (the "Board") who is unaffiliated

with the Interested Shareholder and was a

 

 

 

 

 

                                      -7-

<PAGE>   8

 

member of the Board prior to the time that the Interested Shareholder became an

Interested Shareholder, and any successor of a Continuing Director who is

unaffiliated with the Interested Shareholder or is recommended or elected to

succeed a Continuing Director by a majority of Continuing Directors, provided

that such recommendation or election shall only be effective if made at a

meeting at which a Continuing Director Quorum is present.

 

                 (h)      The term "Continuing Director Quorum" means four

Continuing Directors capable of exercising the powers conferred upon them under

the provisions of the certificate of incorporation or By-Laws of the

corporation or by law.

 

         4.      Notwithstanding any other provisions of this certificate of

incorporation or the By-Laws of the corporation (and notwithstanding the fact

that a lesser percentage may be specified by law, this certificate of

incorporation or the By-Laws of the corporation), the affirmative vote of the

holders of 80% or single class, shall be required to amend or repeal, or adopt

any provisions inconsistent with, this Article ELEVENTH.

 

         TWELFTH:  A director of this corporation shall not be personally

liable to the corporation or its stockholders for monetary damages for breach

of fiduciary duty as a director, except for liability (i) for any breach of the

director's duty of loyalty to the corporation or its stockholders, (ii) for

acts or omissions not in good faith of which involve intentional misconduct or

a knowing violation of law, (iii) under Section 174 of the Delaware General

Corporation Law, or (iv) for any transaction from which the director derived an

improper personal benefit.

 

         If the Delaware General Corporation Law is hereafter amended to

authorize the further elimination or limitation of the liability of a director,

then the liability of a director of the corporation shall be eliminated or

limited to the fullest extent permitted by the Delaware General Corporation

Law, as so amended.

 

         Any repeal or modification of the foregoing provisions of this Article

TWELFTH by the stockholders of the corporation shall not adversely affect any

right or protection of a director of the corporation existing at the time of

such repeal or modification."

 

 

 

 

 

                                      -8-

<PAGE>   9

 

         IN WITNESS WHEREOF, said KLA Instruments Corporation has caused this

certificate to be signed by Kenneth Levy, its Chief Executive Officer, and

attested by Larry W. Sonsini, its Secretary, this 30th day of April, 1997.

 

                                    KLA INSTRUMENTS CORPORATION

 

 

                                    By:      /s/ Kenneth Levy

                                             ---------------------------------

                                             Kenneth Levy

                                             Chief Executive Officer

 

 

ATTEST:

 

 

By:      /s/ Larry W. Sonsini

         ------------------------------------------

         Larry W. Sonsini

         Secretary

 

 

 




                               STATE OF DELAWARE

                         CERTIFICATION OF AMENDMENT OF

                              AMENDED AND RESTATED

                          CERTIFICATE OF INCORPORATION

                                       OF

                             KLA-TENCOR CORPORATION

 

     KLA-Tencor Corporation, a corporation organized and existing under and by

virtue of the General Corporation Law of the State of Delaware, does hereby

certify:

 

     1.   That the board of directors of said corporation, at a meeting duly

convened and held, adopted a resolution proposing and declaring advisable the

following amendment to the Certification of Incorporation of said corporation:

 

     RESOLVED, that the Amended and Restated Certificate of Incorporation of the

corporation be amended by changing Article thereof numbered "FOURTH" so that, as

amended, said Article shall be read as follows:

 

     "FOURTH: The aggregate number of shares of stock which the corporation

shall have authority to issue shall be 501,000,000 shares, with the par value of

each of such shares being $0.001. These shares shall be divided into the

following classes:

 

     (1)  500,000,000 shares shall be designated as Common Stock; and

 

     (2)  1,000,000 shares shall be designated as Preferred Stock.

 

     The Board of Directors is authorized, subject to any limitations prescribed

by law, to provide for the issuance of shares of Preferred Stock in series, and

by filing a certificate pursuant to the applicable law of the State of Delaware,

to establish from time to time the number of shares to be included in each such

series, and to fix the designation, powers, preferences, and rights of the

shares of each such series and any qualifications, limitations or restrictions

thereof. The number of authorized shares of Preferred Stock may be increased or

decreased (but not below the number of shares thereof then outstanding) by the

affirmative vote of the holders of a majority of the then outstanding shares of

Common Stock, without a vote of the holders of the Preferred Stock, or of any

series thereof, unless a vote of any such holders is required pursuant to the

certificate or certificates establishing the series of Preferred Stock."

<PAGE>   3

 

     2.   That thereafter, pursuant to resolution of its Board of Directors, a

special meeting of the stockholders of said corporation was duly called and

held, upon notice in accordance with Section 222 of the General Corporation Law

of the State of Delaware at which meeting the necessary number of shares as

required by statute were voted in favor of the amendment.

 

     3.   That the aforesaid amendment was duly adopted in accordance with the

applicable provisions of Sections 242 and 222 of the General Corporation Law of

the State of Delaware.

 

     4.   That the capital of said corporation will not be reduced under or by

reason of said amendment.

 

     IN WITNESS WHEREOF, said KLA-Tencor Corporation has caused this certificate

to be signed by JOHN H. KISPERT, its Chief Financial Officer, and STUART J.

NICHOLS, its Assistant Secretary, this 10 day of January 2001.

 

 

                                        /s/ JOHN H. KISPERT

                                        -----------------------------

                                        JOHN H. KISPERT

                                        Chief Financial Officer

 

 

                                        /s/ STUART J. NICHOLS

                                        -----------------------------

                                        STUART J. NICHOLS

                                        Assistant Secretary

 

 

 

 

 

 

 

 

 

CERTIFICATE OF AMENDMENT

OF

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION

OF

KLA-TENCOR CORPORATION

KLA-Tencor Corporation, a corporation organized and existing under the laws of the State of Delaware, hereby certifies as follows:

FIRST: The name of the corporation is KLA-Tencor Corporation. The corporation was originally incorporated under the name “KLA Corporation” and the original Certificate of Incorporation of the corporation was filed with the Secretary of State of the State of Delaware on July 9, 1975.

SECOND: Pursuant to Section 242 of the General Corporation Law of the State of Delaware, this Certificate of Amendment to the Amended and Restated Certificate of Incorporation further amends the provisions of the Amended and Restated Certificate of Incorporation of the corporation.

THIRD: The terms and provisions of this Certificate of Amendment to the Amended and Restated Certificate of Incorporation have been duly adopted in accordance with Section 242 of the General Corporation Law of the State of Delaware by the Board of Directors and the stockholders of the corporation.

FOURTH: Section 1(c) of ARTICLE EIGHTH of the Amended and Restated Certificate of Incorporation of the corporation is hereby amended to read in its entirety as follows:

“(c)    Each director shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders; provided, however, no terms in effect prior to the effective date of this amendment (including the terms of the directors elected at the 2012 annual meeting of stockholders) shall be shortened. Notwithstanding the foregoing, however, subject to the rights of the holders of any series of Preferred Stock then outstanding, (i) at the 2013 annual meeting of stockholders, the directors whose terms expire at that meeting (i.e., the directors designated as Class III directors) shall be elected to hold office for one-year terms expiring at the 2014 annual meeting of stockholders, (ii) at the 2014 annual meeting of stockholders, the directors whose terms expire at that meeting (i.e., the directors designated as Class I and Class III directors) shall be elected to hold office for one-year terms expiring at the 2015 annual meeting of stockholders, and (iii) at the 2015 annual meeting of stockholders and each annual meeting of stockholders thereafter, all directors shall be elected to hold office for a one-year term expiring at the next annual meeting of stockholders. Each director shall hold office until his or her successor is duly elected and qualified, or until his or her death, resignation or removal.”

FIFTH: Section 1(d) of ARTICLE EIGHTH of the Amended and Restated Certificate of Incorporation of the corporation is hereby amended to read in its entirety as follows:

“(d)    Subject to the rights of the holders of any series of Preferred Stock then outstanding, newly created directorships resulting from any increase in the authorized number of directors or any vacancies in the Board of Directors resulting from death, resignation, retirement,

 


 

disqualification or other cause (other than removal from office by a vote of stockholders) may be filled only by a majority vote of the directors then in office, though less than a quorum, and directors so chosen shall hold office for the remainder of the full term of the class of directors in which such new directorship was created or such vacancy occurred and until such director’s successor shall have been duly elected and qualified, or until his or her death, resignation or removal. No decrease in the number of directors constituting the Board of Directors shall shorten the term of any incumbent director.”

SIXTH: Section 1(e) of ARTICLE EIGHTH of the Amended and Restated Certificate of Incorporation of the corporation is hereby amended to read in its entirety as follows:

“(e)    Subject to the rights of the holders of any series of Preferred Stock then outstanding, (i) at or prior to the 2015 annual meeting of stockholders, any director or directors, or the entire Board of Directors, may be removed, but only for cause, by the holders of at least a majority of the voting power of all of the then outstanding shares of capital stock of the corporation then entitled to vote generally in the election of directors, voting together as a single class at a meeting of stockholders called for that purpose, and (ii) at any time after the 2015 annual meeting of stockholders, any director or directors, or the entire Board of Directors, may be removed, with or without cause, by the holders of at least a majority of the voting power of all of the then outstanding shares of capital stock of the corporation then entitled to vote generally in the election of directors, voting together as a single class at a meeting of stockholders called for that purpose. Vacancies in the Board of Directors resulting from such removal may be filled by (A) a majority of the directors then in office, though less than a quorum, or (B) the stockholders at a special meeting of the stockholders properly called for that purpose, by the vote of the holders of a majority of the shares entitled to vote at such special meeting. Directors so chosen in accordance with clause (A) of the preceding sentence shall hold office for the remainder of the full term of the class of directors in which such vacancy occurred and until such director’s successor shall have been duly elected and qualified, or until his or her death, resignation or removal; directors so chosen in accordance with clause (B) of the preceding sentence shall hold office for a term expiring at the next annual meeting of stockholders immediately following such director’s election to the Board of Directors.”

 

Signature Page Follows

 


 

 

IN WITNESS WHEREOF, the corporation has caused this Certificate of Amendment of Amended and Restated Certificate of Incorporation to be executed by the undersigned duly authorized officer, effective as of November 8, 2012.

 

KLA-TENCOR CORPORATION

By:

 

/s/ Brian M. Martin

 

Name:

 

Brian M. Martin

 

Title:

 

Executive Vice President, General Counsel and Corporate Secretary

 

[As Filed: 11-13-2012]