Exhibit 10.2
VOTING AGREEMENT
This VOTING AGREEMENT (the “
Agreement ”), dated as of June 15, 2005, is entered
into between the undersigned stockholder (“
Stockholder ”) of Integrated Device Technology, Inc.,
a Delaware corporation (“ Parent ”), and
Integrated Circuit Systems, Inc., a Pennsylvania corporation (the
“ Company ”).
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, the Company has
requested that Stockholder make certain representations,
warranties, covenants and agreements with respect to the shares of
common stock, par value $0.001 per share, of the Parent (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 the
Company 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 the
Company 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 the
Company . The Company has full power and authority to enter
into, execute and deliver this Agreement and to perform fully the
Company’s obligations hereunder. This Agreement has been duly
executed and delivered by the Company and constitutes the legal,
valid and binding obligation of the Company 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, including, but not limited to,
the Share Issuance (as that term is defined in the Merger
Agreement), in either case at every meeting of the stockholders of
Parent at which any such matters are considered and at every
adjournment or postponement thereof, (ii) against any amendment of
Parent’s Certificate of Incorporation or Parent’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 Parent or its subsidiaries.
(b) Stockholder hereby appoints the
Company and any designee of the Company, 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 the Company.
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 the Share Issuance 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 the Share Issuance 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 Parent’s
stockholders in opposition to or in competition with the
consummation of the Merger or the Share Issuance, or (c) become a
member of a “group” (as
