Exhibit 10.1
VOTING AGREEMENT
This VOTING AGREEMENT (the “
Agreement ”), dated as of June 15, 2005, is entered
into between the undersigned stockholder (“
Stockholder ”) of Integrated Circuit Systems, Inc., a
Pennsylvania corporation (the “ Company ”), and
Integrated Device Technology, Inc., a Delaware corporation (“
Parent ”).
WHEREAS, concurrently with the
execution of this Agreement, the Company, Parent and Colonial
Merger Sub I, Inc., a Pennsylvania corporation and a direct,
wholly-owned subsidiary of Parent (“ Merger Sub
”), are entering into an Agreement and Plan of Merger (as the
same may be amended from time to time, the “ Merger
Agreement ”), providing for, inter alia , the
merger of the Company with and into Merger Sub (the “
Merger ”) pursuant to the terms and on the conditions
set forth in the Merger Agreement;
WHEREAS, as a condition to its
willingness to enter into the Merger Agreement, Parent has
requested that Stockholder make certain representations,
warranties, covenants and agreements with respect to the shares of
common stock, par value $0.01 per share, of the Company (the
“ Shares ”) beneficially owned by Stockholder
and set forth opposite Stockholder’s signature on the
signature page hereto (the “ Stockholder Shares
”); and
WHEREAS, in order to induce Parent
to enter into the Merger Agreement, Stockholder is willing to make
certain representations, warranties, covenants and agreements as
set forth herein;
NOW, THEREFORE, in consideration of
the premises contained herein and for other good and valuable
consideration, the receipt, sufficiency and adequacy of which is
hereby acknowledged, the parties hereto agree as
follows:
1. Representations of
Stockholder . Stockholder represents and warrants to Parent
that (a) Stockholder lawfully beneficially owns (as such term is
defined in Rule 13d-3 under the Securities Exchange Act of 1934
(the “ Exchange Act ”)) all of the Stockholder
Shares free and clear of all liens, claims, charges, security
interests or other encumbrances and, except pursuant to this
Agreement, there are no options, warrants or other rights,
agreements, arrangements or commitments of any character to which
Stockholder is a party relating to the pledge, disposition or
voting of any Shares, and there are no voting trusts or voting
agreements with respect to the Stockholder Shares, (b) Stockholder
does not beneficially own any Shares other than the Stockholder
Shares and (c) Stockholder has full power and authority to enter
into, execute and deliver this Agreement and to perform fully
Stockholder’s obligations hereunder. This Agreement has been
duly executed and delivered by Stockholder and constitutes the
legal, valid and binding obligation of Stockholder in accordance
with its terms.
2. Representations of Parent
. Parent has full power and authority to enter into, execute and
deliver this Agreement and to perform fully Parent’s
obligations hereunder. This Agreement has been duly executed and
delivered by Parent and constitutes the legal, valid and binding
obligation of Parent in accordance with its terms.
3. Agreement to Vote Shares;
Irrevocable Proxy .
(a) Stockholder agrees during the
term of this Agreement to vote the Stockholder Shares and any New
Shares (as defined in Section 8 hereof), and to cause any holder of
record of such Shares to vote, (i) in favor of (A) adoption and
approval of the Merger Agreement and the Merger and (B) any other
matters directly related thereto, in either case at every meeting
of the stockholders of the Company at which any such matters are
considered and at every adjournment or postponement thereof, (ii)
against any amendment of the Company’s Certificate of
Incorporation or the Company’s Bylaws that would prevent,
impede or interfere with the Merger or inhibit the timely
consummation of the Merger, and (iii) except for the Merger and the
Merger Agreement, against any merger, consolidation, business
combination, reorganization, recapitalization, liquidation or sale
or transfer of any material assets of the Company or its
subsidiaries.
(b) Stockholder hereby appoints
Parent and any designee of Parent, and each of them individually,
its proxies and attorneys-in-fact, with full power of substitution
and resubstitution, to vote or act by written consent during the
term of this Agreement with respect to the Stockholder Shares and
any New Shares in accordance with Section 3(a). This proxy is given
to secure the performance of the duties of Stockholder under this
Agreement. Stockholder shall take such further action or execute
such other instruments as may be necessary to effectuate the intent
of this proxy and power of attorney. The proxy and power of
attorney granted hereunder by Stockholder shall be irrevocable
during the term of this Agreement, shall be deemed to be coupled
with an interest sufficient in law to support an irrevocable proxy
and shall revoke any and all prior proxies granted by Stockholder
with respect to the matters contemplated by Section 3(a). The power
of attorney granted by Stockholder herein is a durable power of
attorney and shall survive the dissolution, bankruptcy, death or
incapacity of Stockholder. The proxy and power of attorney granted
hereunder shall terminate upon the termination of this
Agreement.
4. No Voting Trusts or Other
Arrangements . Stockholder agrees that Stockholder will not,
and will not permit any entity under Stockholder’s control
to, deposit any of the Stockholder Shares in a voting trust, grant
any proxies with respect to the Stockholder Shares or subject any
of the Stockholder Shares to any arrangement with respect to the
voting of the Stockholder Shares other than agreements entered into
with Parent.
5. No Proxy Solicitations .
Stockholder agrees that Stockholder will not, and will not permit
any entity under Stockholder’s control to, (a) solicit
proxies or become a “participant” in a
“solicitation” (as such terms are defined in Regulation
14A under the Exchange Act) in opposition to or competition with
the consummation of the Merger or otherwise encourage or assist any
party in taking or planning any action which would reasonably be
expected to compete with, impede, interfere with or attempt to
discourage the consummation of the Merger or inhibit the timely
consummation of the Merger in accordance with the terms of the
Merger Agreement, (b) directly or indirectly encourage, initiate or
cooperate in a stockholders’ vote or action by consent of the
Company’s stockholders in opposition to or in competition
with the consummation of the Merger, or (c) become a member of a
“group” (as such term is used in Rule 13d-5 under the
Exchange Act) with respect to any voting securities of the Company
for the purpose
