<PAGE>
As filed with the Securities and Exchange Commission on May 14, 1997
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
-----------------
INTEGRATED CIRCUIT SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2000174
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2435 Boulevard of the Generals
Valley Forge, Pennsylvania 19482
(Address of principal executive offices) (Zip Code)
1992 STOCK OPTION PLAN
STOCK OPTION PLAN FOR HENRY I. BOREEN AS INTERIM CEO.
CONSULTING AGREEMENT WITH JOHN L. PICKITT
(Full title of the plan)
-----------------
HOCK E. TAN
Senior Vice President and Chief Financial Officer
Integrated Circuit Systems, Inc.
2435 Boulevard of the Generals
Valley Forge, PA 19482
(Name and address of agent for service)
(610) 630-5300
(Telephone number, including area code, of agent for service)
-----------------
================================================================================
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
================================================================================
Title of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price aggregate offering registration
per share price fee
- -------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 300,000 $ (4) $4,369,930.00 $1384.82
no par value/(1)/
- -------------------------------------------------------------------------------------------
Common Stock, 75,000 $10.375 $ 778,125.00 $ 268.32
no par value/(2)/
- -------------------------------------------------------------------------------------------
Common Stock, 5,000 $14.125 $ 70,625 $ 24.35
no par value/(3)/
- -------------------------------------------------------------------------------------------
Total..................................................................... $1677.49
===========================================================================================
</TABLE>
(1) Represents Common Stock issuable upon exercise of options granted pursuant
to the Registrant's 1992 Stock Option Plan
(2) Represents Common Stock issuable upon exercise of options granted to Henry
I. Boreen on September 3, 1996 pursuant to the Stock Option Plan for Henry I.
Boreen as Interim CEO.
(3) Represents Common Stock issuable upon exercise of options granted to John
L. Pickitt on March 3, 1997, pursuant to the terms of a consulting agreement
dated March 3, 1997, between the Registrant and Mr. Pickitt.
(4) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based
upon the price at which options may be exercised (66,000 shares at $11.75,
12,000 shares at $10.875 and 76,250 at $15.437) or, where such price is not
known and with respect to other types of issuances that may be made under the
Registrant's 1992 Stock Option Plan, the average of the reported high and low
prices of the Common Stock, as reported on the Nasdaq National Market, of
$17.0625 per share on May 9, 1997.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
----------------------------------------
The following documents, as filed by Integrated Circuit Systems, Inc.
(the "Registrant") with the Securities and Exchange Commission pursuant to
the Securities and Exchange Act of 1934 (the "Exchange Act") are incorporated in
this registration statement by reference:
(a) The Registrant's Annual Report on Form 10-K, for the
fiscal year ended June 29, 1996 filed on September 26, 1996.
(b) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended September 28, 1996.
(c) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended December 28, 1996.
(d) The Registrant's Quarterly Report on Form 10-Q for the
quarterly period ended March 29, 1997.
(e) The description of the Registrant's Common Stock, which is
contained in its Registration Statement on Form 8-A filed under the
Securities Exchange Act on May 20, 1991, including any amendment or
reports filed for the purpose of updating such description.
All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective
amendment to this Registration Statement which indicates that all
securities offered hereby have been sold or which de-registers all
securities then remaining unsold, shall be deemed to be incorporated by
reference in this Registration Statement and to be a part hereof from
the date of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be modified
or superseded for purposes hereof to the extent that a statement
contained herein (or in any other subsequently filed document which also
is incorporated by reference herein) modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed
to constitute a part hereof except as so modified or superseded.
Experts
-------
The consolidated financial statements of the Registrant as of June 29,
1996, and for each of the years in the three-year period ended Jun 29, 1996,
included in the Registrant's Annual Report on Form 10-K for the fiscal year
ended June 29, 1996, have been incorporated by reference in the registration
statement in reliance upon the report of KPMG Peat Marwick, LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. To the extent
that KPMG Peat Marwick LLP audits and reports on financial statements of the
Registrant issued at future dates, and consents to the use of their report
thereon, such financial statements also will be incorporated by reference in the
registration statement in reliance upon their report and said
1
<PAGE>
authority.
Item 4. Description of Securities.
--------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel.
---------------------------------------
Not applicable.
Item 6. Indemnification of Directors and Officers.
------------------------------------------
Sections 1741 and 1742 of the Pennsylvania Business Corporation
Law of 1988, as amended (the "PBCL") provide that a business corporation may
indemnify directors and officers against liabilities they may incur as such
provided that the particular person acted in good faith and in a manner he or
she reasonably believed to be in, or not opposed to, the best interests of the
corporation, and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful. In general, the power to
indemnify under these sections does not exist in the case of actions against a
director or officer by or in the right of the corporation if the person
otherwise entitled to indemnification shall have been adjudged to be liable to
the corporation unless it is judicially determined that, despite the
adjudication of liability but in view of all the circumstances of the case, the
person is fairly and reasonably entitled to indemnification for specified
expenses. The corporation is required to indemnify directors and officers
against expenses they may incur in defending actions against them in such
capacities if they are successful on the merits or otherwise in the defense of
such actions.
Section 1713 of the PBCL permits the shareholders to adopt a
bylaw provision relieving a director (but not an officer) of personal liability
for monetary damages except where (i) the director has breached the applicable
standard of care, and (ii) such conduct constitutes self-dealing, willful
misconduct or recklessness. The statute provides that a director may not be
relieved of liability for the payment of taxes pursuant to any federal, state or
local law or responsibility under a criminal statute.
Section 1746 of the PBCL grants a corporation broad authority to
indemnify its directors, officers and other agents for liabilities and expenses
incurred in such capacity, except in circumstances where the act or failure to
act giving rise to the claim for indemnification is determined by a court to
have constituted willful misconduct or recklessness.
Section 23.2 of the Company's Bylaws mandates indemnification of
any director or officer who was or is a party to, or is threatened to be made a
party to, or is called as a witness in connection with, any threatened, pending,
or completed action, suit or proceeding, whether civil, criminal, administrative
or investigative, including an action by or in the right of the Company, by
reason of the fact that he is or was a director, officer, employee or agent of
the Company, or is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against any expenses incurred in connection with any
such action. Indemnification is required and authorized except where the act or
failure to act giving rise to the claim for indemnification is determined by a
court in a final binding adjudication to have constituted willful misconduct or
2
<PAGE>
recklessness.
Section 23.4 of the Company's Bylaws mandates the advancement of
expenses to any director or officer who incurred such expenses in defending any
action or proceeding in advance of its final disposition provided that if
required by the PBCL or other applicable law, the payment of such expenses be
made only upon receipt of an undertaking by or on behalf of such person to repay
such amount if it is determined that he is not entitled to indemnification.
Sections 23.6 and 23.7 of the Company's Bylaws authorize the
Company to further effect or secure its indemnification obligations by
depositing funds in trust or escrow, maintaining insurance, granting a security
interest in its assets or property, establishing a letter of credit, or entering
into indemnification agreements.
Item 7. Exemption from Registration Claimed.
------------------------------------
Not applicable.
Item 8. Exhibits.
---------
The following is a list of exhibits filed as part of this Registration
Statement.
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
5.1 - Opinion of Randall J. Gort, General Counsel.
23.1 - Consent of Randall J. Gort, General Counsel. (included as part of
Exhibit 5.1 hereto).
23.2 - Consent of KPMG Peat Marwick LLP.
24.1 - Powers of Attorney (included as part of the signature page of
this Registration Statement).
99.1 - 1992 Stock Option Plan, as amended as of November 25, 1996.
99.2 - Stock Option Plan for Henry I. Boreen as Interim CEO.
99.3 - Consulting Agreement with John L. Pickitt
</TABLE>
Item 9. Undertakings.
------------
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales
are being made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by
Section 10(a)(3)
3
<PAGE>
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the registration statement
(or the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement; and
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the
registration statement or any material change to such information in the
registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) of this section do
- -----------------
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with or
furnished to the Securities and Exchange Commission by the Registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Valley Forge, Commonwealth of Pennsylvania on the
12th day of May, 1997.
INTEGRATED CIRCUIT SYSTEMS, INC.
By: /s/ Hock E. Tan
--------------------------------
Hock E. Tan
Senior Vice President, Chief
Financial Officer and secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated. Each person in so signing also makes,
constitutes and appoints Hock E. Tan his true and lawful attorney-in-fact, with
full power of substitution, to execute and cause to be filed with the Securities
and Exchange Commission, any and all amendments or post-effective amendments to
this Registration Statement, with exhibits thereto and other documents in
connection therewith, as the Registrant deems appropriate.
<TABLE>
<CAPTION>
Name Title Date
---- ----- ----
<S> <C> <C>
/s/ Hock E. Tan Senior Vice President, Chief May 14, 1997
- ------------------------------ Financial Officer and Secretary
Hock E. Tan (Principal Financial and
Accounting Officer)
/s/ Henry I. Boreen Director, Chairman of the Board May 14, 1997
- ------------------------------
Henry I. Boreen
/s/ Rudolf Gassner Director May 14, 1997
- ------------------------------
Rudolf Gassner
/s/ John L. Pickitt Director May 14, 1997
- ------------------------------
John L. Pickitt
/s/ Stavro E. Prodromou, Ph.D. Director, CEO May 14, 1997
- ------------------------------
Stavro E. Prodromou, Ph.D.
</TABLE>
<PAGE>
INTEGRATED CIRCUIT SYSTEMS, INC.
REGISTRATION STATEMENT ON FORM S-8
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Exhibit
- ------ -------
<S> <C>
5.1 - Opinion of Randall J. Gort, General Counsel
23.1 - Consent of Randall J. Gort, General Counsel
(included as part of Exhibit 5.1 hereto).
23.2 - Consent of KPMG Peat Marwick LLP.
24.1 - Powers of Attorney (included as part of the signature page
of this Registration Statement).
99.1 - 1992 Stock Option Plan, as amended as of November 25, 1996.
99.2 - Stock Option Plan for Henry I. Boreen as Interim CEO.
99.3 - Consulting Agreement with John L. Pickitt
</TABLE>
<PAGE>
Randall J. Gort
General Counsel
Integrated Circuit Systems. Inc.
2435 Boulevard of the Generals
Norristown, PA 19403
May 14, 1997
Integrated Circuit Systems, Inc.
2435 Boulevard of the Generals
Valley Forge, PA 19482
Re: Registration Statement on Form S-8 Relating to the Integrated Circuit
Systems, Inc.
1992 Stock Option Plan, Stock Option Plan for Henry I. Boreen as
----------------------------------------------------------------
Interim CEO and Consulting Agreement with John L. Pickitt
---------------------------------------------------------
Ladies and Gentlemen:
I have acted as counsel to Integrated Circuit Systems, Inc., a Pennsylvania
corporation (the "Company"), in connection with the preparation of a
registration statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), relating to the offering of (i) up to 300,000 additional
shares of the Company's common stock, without par value (the "Common Stock"), to
be issued pursuant to options granted or to be granted under the Company's 1992
Stock Option Plan (the "Plan"), (ii) 75,000 shares of Common Stock to be issued
pursuant to options granted under the Stock Option Plan for Henry I. Boreen as
Interim CEO (the "Boreen Plan"), and (iii) 5000 shares of Common Stock to be
issued pursuant to opitions granted under a Consulting Agreement dated March 3,
1997 between the Company and John L. Pickitt (the "Consulting Agreement"). I
have examined such records, documents, statutes and decisions as we have deemed
relevant in rendering this opinion. In my examination I have assumed the
genuineness of documents submitted to me as originals and the conformity with
the original of all documents submitted to me as copies thereof.
In my opinion, the shares of Common Stock to be issued upon the exercise of
options granted or to be granted in accordance with the terms of the Plan, the
Boreen Plan and the Consulting Agreement will be, when issued in accordance with
the terms of the Plan, the Boreen Plan or the Consulting Agreement, as the case
may be, validly issued, fully paid and non-assessable shares of Common Stock.
The opinions set forth above are limited to the Pennsylvania Business
Corporation Law of 1988, as amended.
I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement. In giving such opinion, I do not thereby admit that I am acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
/s/ Randall J. Gort, General Counsel
<PAGE>
Consent of Independent Auditors
The Board of Directors
Integrated Circuit Systems, Inc.:
We consent to the use of our reports dated July 30, 1996, except as to note 17,
which is as of September 25, 1996, relating to the consolidated balance sheets
of Integrated Circuit Systems, Inc. and subsidiaries as of June 29, 1996 and
June 30, 1995 and the related consolidated statements of operations,
shareholders' equity, and cash flows and related schedule for each of the years
in the three-year period ended June 29, 1996 and June 30, 1995 and 1994,
incorporated by reference in this registration statement on Form S-8, which
reports are included in the June 29, 1996 Annual Report on Form 10-K of
Integrated Circuit Systems, Inc., and to the reference to our firm under the
heading "Experts" included herein.
KPMG Peat Marwick LLP
Philadelphia, Pennsylvania
May 14, 1997
<PAGE>
INTEGRATED CIRCUIT SYSTEMS, INC.
-------------------------------
1992 STOCK OPTION PLAN
(As Amended as of November 25, 1996)
Part I
Definitions and Administrative Matters
- --------------------------------------
1. Purpose. The purpose of the 1992 Stock Option Plan (the "Plan")
-------
of Integrated Circuit Systems, Inc. (the "Company") is to advance the interests
of the Company and its shareholders by encouraging and providing for the
acquisition of an equity interest in the Company by employees, officers,
directors, consultants and advisers, by providing additional incentives to such
persons, and by enabling the Company to attract and retain the services of such
persons who make substantial contributions to the Company through their ability,
loyalty and efforts.
2. Definitions. The following definitions are applicable to the
-----------
Plan.
2.1 "Adviser" means any adviser or other consultant selected by the
Committee, who is neither an Employee of the Company or a Subsidiary nor a Non-
Employee Director.
2.2 "Board" means the Board of Directors of the Company.
2.3 "Code" means the Internal Revenue Code of 1986, as amended, and
any successor statute.
2.4 "Committee" means the entire board of directors or any committee
thereof consisting of two or more directors of the Company who are "Non-
Employee Directors " as such term is used in Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or such number
of directors as is required by Rule 16b-3 or any successor rule.
2.5 "Common Stock" means the Common Stock, without par value, of the
Company.
2.6 "Effective Date" means November 9, 1992.
2.7 "Employee" means any person, including a director who is
employed by the Company (or by any Subsidiary) and is compensated for such
employment by a regular salary.
2.8 "Fair Market Value" means the closing sales price of the Common
Stock as reported on the NASDAQ interdealer quotation system or, if applicable,
the exchange on which the Common Stock is traded, on the date of grant of a
stock option, or if no sale of the Common Stock was made on such system or
exchange on such date then on the next preceding day on which such a sale was
made.
2.9 "Subsidiary" means any corporation owned, in whole or in part,
by the Company.
1
<PAGE>
3. Administration.
---------------
3.1 The portion of the Plan with respect to the grant of options
pursuant to Part II shall be administered by the Committee. Subject to the terms
of the Plan, with respect to the grant of options pursuant to Part II, the
Committee is authorized to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it; to determine the Employees to whom options
will be granted; to determine the type of option and the amount, size, timing
and terms of each such grant; and to make all other determinations including
factual determinations, necessary or advisable for the Plan's administration,
provided that the Committee may delegate to the Chief Executive Officer of the
Company, or such other officer as may be designated by the Committee, the
authority, subject to guidelines prescribed by the Committee, to grant options
to Employees, and Advisers who are not then subject to the provisions of Section
16 of the Exchange Act and to determine the number of shares to be covered by
any such option and the Committee may authorize any one or more of such persons
to execute and deliver documents on behalf of the Committee, provided that no
such delegation may be made that would cause grants of options to persons
subject to Section 16 of the Exchange Act to fail to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act.
Determinations, interpretations or other actions made or taken by the Committee
pursuant to the provisions of the Plan shall be final and binding and conclusive
for all purposes and upon all persons.
3.2 The Committee may grant new options to an optionee to replace
outstanding options and condition the grant upon the surrender and cancellation
of all or a portion of any outstanding options granted under Section II of the
Plan. Subject to the provisions of the Plan, such new options shall be
exercisable at such price, during such period and on such other terms and
conditions as are specified by the Committee at the time of the grant of the new
options. Upon surrender, the outstanding options shall be canceled and the
share of Common Stock previously subject thereto shall again be available for
grant under the Plan. The Committee may also amend or modify outstanding
options with the consent of the optionee affected thereby.
3.3 The portion of the Plan with respect to the grant of options
pursuant to Part III shall be administered by the Board of Directors. Grants of
stock options under Part III of the Plan and the amount, price and timing of the
awards to be granted will be automatic, as described in Part III hereof. All
questions of interpretation of the Plan with respect to the grant of options
pursuant to Part III will be determined by the Board, and such determination
shall, unless otherwise determined by the Board, be final and conclusive on all
persons having any interest hereunder.
4. Shares Subject To Plan.
-----------------------
4.1 Subject to adjustment as provided in Sections 14 and 22, the
total number of shares of Common Stock that may be issued upon exercise of
options granted under this Plan shall not exceed 3,600,000. If any options
expires, is terminated unexercised or is canceled, the shares subject to such
options, to the extent of any such expiration, termination or cancellation,
shall again be available for grant under the Plan.
4.2 In any fiscal year of the Company, the maximum number of shares
of Common Stock with respect to which options may be granted to any optionee
shall not exceed 5% of the Common Stock outstanding, as of the first business
day of such fiscal year, as adjusted for stock splits, stock dividends or other
similar changes affecting the Common Stock.
5. Designation of Optionees.
------------------------
<PAGE>
5.1 Optionees under Part II of the Plan shall be selected, from time
to time, by the Committee from among those Employees and Advisers who, in the
opinion of the Committee, occupy responsible positions and who have the capacity
to contribute materially to the continued growth, development and long-term
success of the Company and its Subsidiaries.
5.2 All Non-Employee Directors on the date of grant shall be
eligible to receive options under Part III of the Plan.
PART II
GRANTS TO EMPLOYEES AND ADVISERS
--------------------------------
6. Grant of Options. The Committee shall have complete discretion in
----------------
determining the number of shares of Common Stock subject to options granted to
each optionee. The Committee may grant any type of option to purchase Common
Stock that is permitted by law on the date of grant, including but not limited
to, an "incentive stock option" ("ISO") within the meaning of Section 422 of the
Code or a "non-statutory stock option." ISO's may be granted only to Employees.
In no event, however, shall the aggregate Fair Market Value (determined at the
time the option is granted) of Common Stock with respect to which ISOs are
exercisable for the first time by an optionee in any calendar year under the
Plan and all other plans of the Company and its "parent" and "subsidiary"
corporations (within the meaning of Sections 424(e) and (f) of the Code), if
any, exceed $100,000. Nothing in this Section shall be deemed to prevent the
grant of non-statutory stock options in amounts which exceed the maximum
established by Section 422(d) of the Code.
Each option shall be evidenced by an option agreement that shall specify
the type of option granted, the option price, the duration of the option, the
number of shares of Common Stock to which the option pertains, the conditions
upon which such options shall become exercisable and such other provisions as
the Committee shall determine. Each option which is intended to qualify as an
ISO shall be clearly designated as such and shall comply with the applicable
provisions of the Code pertaining to ISOs.
No ISO may be granted hereunder after the expiration of the earlier of 10
years from (i) the date of the adoption of the Plan, or (ii) the date the Plan
was approved by the shareholders of the Company.
7. Option Price. Except as hereinafter provided, the purchase price of
------------
each share of Common Stock issuable upon exercise of each option shall be not
less than 100% of the Fair Market Value of the Common Stock on the date of
grant, as determined by the Committee, provided, however, in the event that as
ISO is granted to an Employee who possesses more than 10% of the total combined
voting power of all classes of stock of the Company, taking into account the
attribution rules of Code Section 422(d), the purchase price of each share of
Common Stock issuable upon exercise of each ISO shall be determined by the
Committee on the date of grant and shall not be less than 110% of the Fair
Market Value of the Common Stock on the date of grant.
8. Exercise of Options. The period during which options shall be
-------------------
exercisable shall be fixed by the Committee, but in no event shall an option be
exercisable after the expiration of 10 years from the date such option is
granted. Subject to the foregoing, options shall be exercisable at such times
and be subject to such restrictions and conditions as the Committee shall in
each instance determine , which restrictions and conditions need not be the same
for all options. In the event an ISO is granted to an Employee who possesses
more than 10% of the total combined voting power of all classes of stock of the
Company, taking into account the attribution rules of Code Section 422(d), the
period during which such ISOs shall be exercisable shall be fixed by the
<PAGE>
Committee, but in no event shall such ISOs be exercisable after the expiration
of 5 years from the date such option is granted.
9. Payment of Option Price. No shares of Common Stock shall be issued
-----------------------
upon exercise of an option until full payment of the option price therefor has
been made. To the extent permitted by the Committee, payment of the option price
may be made: (i) in cash; (ii) by exchange of Common Stock valued at its Fair
Market Value on the date of exercise; (iii) by requesting that the Company
withhold from the number of shares of Common Stock otherwise issuable upon
exercise of the option that number of shares of Common Stock having an aggregate
fair market value on the date of exercise (the difference between the exercise
price and the fair market value on the date of exercise) equal to the exercise
price for all of the shares of Common Stock as to which the option is being
exercised; (iv) by means of a brokers' cashless exercise procedure; or (v) by
any combination of the foregoing. Where payment of the option price is to be
made with shares of Common Stock acquired under any compensation plan of the
Company, such shares will not be accepted as payment unless the optionee has
acquired such shares at least six months prior to such payment.
10. Rights of Shareholders. Neither an optionee nor his or her legal
----------------------
representatives or beneficiaries shall have any of the rights of a shareholder
with respect to any shares subject to any option until such shares shall have
been issued upon the proper exercise of such option.
11. Non-Transferability of Options. No option may be sold, transferred,
------------------------------
pledged, assigned or otherwise alienated or hypothecated otherwise than by will
or by the laws of descent and distribution or, with respect to non-qualified
stock options, pursuant to a qualified domestic relations order as defined by
the Code or Title I of the Employee Retirement Income Security Act, or the rules
thereunder. Except as otherwise specifically provided herein, all options
granted to an optionee under the Plan shall be exercisable during the lifetime
of such optionee only by such optionee. When an optionee dies, the personal
representative or other person entitled to succeed to the rights of the optionee
(the "Successor Optionee") may exercise such rights, subject to furnishing to
the Company proof satisfactory to the Company of his or her right to receive the
option under optionee's will or under the applicable laws of descent and
distribution.
12. Termination of Employment or Service of Optionee. Subject to the
------------------------------------------------
condition that no option shall be exercisable after the expiration of the period
fixed by the Committee in accordance with Section 8 hereof:
12.1 In the event that (i) an Employee ceases to be an Employee of
the Company or its Subsidiaries by reason of a discharge for cause or a
voluntary separation of the optionee from the Company without the consent of the
Company or its Subsidiary or (ii) an Adviser ceases to be an Adviser to the
Company by reason of a termination for cause or a voluntary termination without
the consent of the Company, any options granted to such optionee under the Plan
shall terminate immediately, unless the Committee shall otherwise determine.
12.2 In the event that an optionee shall die while employed by the
Company or while serving as an Adviser or within three months after (I)
termination of employment or service of an optionee due to disability or (ii)
retirement of an optionee who is an Employee on the Employee's Retirement Date,
any option granted to such optionee under the Plan shall be exercisable to the
extent then exercisable or on such accelerated basis as the Committee may
determine, by his successor in interest, within one year after the death of the
optionee, unless the Committee shall otherwise determine.
12.3 In the event that the employment or service of the optionee
terminates for any reason (other than as described in Section 12.1 or Section
12.2), including due to disability (within the meaning of Code Section
422(e)(3)) and, with respect to an Employee, retirement on the Employee's
Retirement Date (as hereinafter defined), any option granted to such optionee
<PAGE>
under the Plan shall be exercisable to the extent then exercisable or on such
accelerated basis as the Committee may determine, within a period of three
months after such termination, unless the Committee shall otherwise determine.
12.4 For purposes of this Section 12, "Retirement Date" shall mean
any date an Employee is otherwise entitled to retire under the Company's
retirement plans and shall include normal retirement at age 65, early retirement
at age 62 and retirement at age 60 after 30 years of service.
13. Rights of Employees. Nothing in the Plan shall interfere with or
-------------------
limit in any way the right of the Company or any Subsidiary to terminate any
optionee's employment at any time, nor confer upon any optionee any right to
continue in the employ of the Company or any Subsidiary. No optionee shall have
the right to be selected as an optionee, or having been so selected, to be
selected again as an optionee. No grant of an option shall constitute a part of
the base salary or any other compensation of any Employee under any other
benefit plan of the Company or any Subsidiary unless expressly so provided in
such other benefit plan.
14. Adjustments in Shares Subject to Plan. If the Company shall at any
-----------
time change the number of issued shares of Common Stock without new
consideration to the Company (such as by stock dividend or stock split), the
total number of shares available under the Plan, hereof, and the number and
price of shares of Common Stock subject to outstanding options, shall be
adjusted so that the aggregate consideration payable to the Company and the
value of each option shall not be changed. If, during the term of any option
granted under this Plan, the Common Stock shall be changed into another kind of
stock or into securities of another corporation, whether as a result of a
reorganization, recapitalization, sale, merger, consolidation, or other similar
transaction, or if additional rights shall be offered with respect to the Common
Stock, the Board shall cause adequate provision to be made so that the optionees
shall thereafter be entitled to receive, upon the due exercise or any
outstanding options, the securities or rights that the optionees would have been
entitled to receive had they owned the Common Stock acquired on the exercise of
such options on the effective date of any such transaction.
PART III
GRANTS TO NON-EMPLOYEE DIRECTORS
--------------------------------
15. Grant of Options. On the first business day immediately following
----------------
the date that an individual who is not an Employee of the Company is first
elected or appointed to serve as a member of the Board of Directors, such Non-
Employee Director shall be granted an option to purchase 12,000 shares of the
Common Stock, subject to adjustment as provided in Section 22 (the "Initial
Options"). Thereafter, each year on the first business day immediately following
the date of the Company's Annual Meeting of Shareholders, each individual
reelected or continuing as a Non-Employee Director shall automatically receive
an option to acquire 4,000 shares of the Company's Common Stock, subject to
adjustment as provided in Section 22 (the "Annual Options").
16. Types of Options. All options granted under Part III of the Plan
----------------
shall be non-statutory options for purposes of the Code.
17. Option Price. The purchase price of each share of Common Stock
------------
issuable upon exercise of an option will be equal to the Fair Market Value of
the Common Stock on the date of grant.
18. Period of Option and Rights to Exercise. Except as set forth herein,
---------------------------------------
each Non-Employee Director who receives options under this Plan must continue to
hold office as a
<PAGE>
Non-Employee Director of the Company for one year from the date that the Initial
Option is granted and six months from the date each Annual Option is granted
before he can exercise any part thereof. Thereafter, subject to the provisions
of the Plan, options will vest and be exercisable as follows:
(a) Initial Options: (1) Each Initial Option will vest and be
---------------
exercisable, on a cumulative basis, as to 4,000 shares beginning on the first
anniversary of the date of grant and 1,000 additional shares beginning on the
first day of each three-month period commencing on the date three months after
the first anniversary of the date of grant.
(2) The right to exercise an Initial Option will expire on the fifth
anniversary of the date on which the option was granted.
(3) Once each installment of an Initial Option has become exercisable,
such installment may be exercised in whole at any time or in part from time to
time until the expiration of the option, whether or not any option granted
previously to the optionee remains outstanding at the time of such exercise.
(b) Annual Options: (1) Each Annual Option will vest and be
--------------
exercisable, on a cumulative basis, as to 2,000 shares beginning six months from
the date of grant, 1,000 additional shares beginning nine months from the date
of grant and 1,000 additional shares beginning on the first anniversary of the
date of grant.
(2) The right to exercise an Annual Option will expire on the fifth
anniversary of the date on which the option was granted.
(3) Once an Annual Option has become exercisable, it may be exercised
in whole at any time or in part from time to time until the expiration of the
option, whether or not any option granted previously to the optionee remains
outstanding at the time of such exercise.
19. Payment of Option Price. Payment or provision for payment of the
-----------------------
purchase price shall be made as follows:
(1) In cash;
(2) By exchange of Common Stock valued at its Fair Market Value on
the date of exercise;
(3) By means of a brokers' cashless exercise procedure by the
delivery to the Company of an exercise notice together with irrevocable
instructions to a broker to deliver promptly to the Company the amount of
proceeds necessary to pay the purchase price of the shares of Common Stock as to
which such exercise relates; or
(4) By any combination of the foregoing.
Where payment of the purchase price is to be made with shares of Common Stock
acquired under any compensation plan of the Company, such shares will not be
accepted as payment unless the Non-Employee Director has acquired such shares at
least six months prior to such payment.
20. Termination of Service. Upon cessation of service as a Non-Employee
----------------------
Director (for reasons other than retirement or death), including cessation of
service due to physical or mental disability that prevents such person from
rendering further services as a Non-Employee Director, only those options
exercisable at the date of cessation of service shall be exercisable by the Non-
Employee Director. Such options shall be exercisable until the first to occur
of: (i) the expiration of the remaining term of the option or (ii) three
months after cessation of service of the
<PAGE>
Non-Employee Director.
Upon the retirement or death of a Non-Employee Director, options shall be
exercisable as follows:
(a) Retirement. Upon retirement as a Non-Employee Director pursuant
----------
to a retirement plan maintained by the Company, all options shall continue to be
exercisable during their terms as if such person had remained a Non-Employee
Director.
(b) Death. In the event of the death of a Non-Employee Director while
-----
a member of the Board, or within the period after termination of service during
which the options are exercisable by the Non-Employee Director in accordance
with Sections 18 and 20, the options granted to him shall be exercisable until
the first to occur of: (i) the expiration of the remaining term of the option or
(ii) one year after the date of the Non-Employee Director's death, but only to
the extent that the Non-Employee Director would have been entitled to exercise
the options had he lived during such period.
21. No Guaranteed Term of Office. Nothing in this Plan or any
----------------------------
modification thereof, and no grant of an option, or any term thereof, shall be
deemed an agreement or condition guaranteeing to any Non-Employee Director any
particular term of office or limiting the right of the Company, the Board of
Directors or the shareholders to terminate the term of office of any Non-
Employee Director under the circumstances set forth in the Company's Articles of
Incorporation or Bylaws, or as otherwise provided by law.
22. Adjustments in Shares Subject to Plan. If the Company shall at any
-------------------------------------
time change the number of issued shares of Common Stock without new
consideration to the Company (such as by stock dividend or stock split), the
total number of shares available under the Plan, the number of shares to be
granted to each optionee pursuant to the Plan, hereof, and the number and price
of shares of Common Stock subject to outstanding options, shall be adjusted so
that the aggregate consideration payable to the Company and the value of each
option shall not be changed. If, during the term of any option granted under
this Plan, the Common Stock shall be changed into another kind of stock or into
securities of another corporation, whether as a result of a reorganization,
recapitalization, sale, merger, consolidation, or other similar transaction, or
if additional rights shall be offered with respect to the Common Stock, the
Board shall cause adequate provision to be made so that the optionees shall
thereafter be entitled to receive, upon the due exercise of any outstanding
options, the securities or rights that the optionees would have been entitled to
receive had they owned the Common Stock acquired on the exercise of such options
on the effective date of any such transaction.
23. Other Restrictions. Sections 10 and 11 of the Plan shall apply to
------------------
options granted pursuant to Part III of the Plan.
PART IV
MISCELLANEOUS
-------------
24. Change in Control. A "Change in Control" for purposes of this Plan
-----------------
shall mean any one of the events described below:
24.1 At any time during a period of two (2) years, at least a majority
of the Board shall not consist of Continuing Directors. "Continuing Directors"
shall mean directors of the Company at the beginning of such two-year period and
directors who subsequently became such and whose selection or nomination for
election by the Company's shareholders was approved by a
<PAGE>
majority of the then Continuing Directors; or
24.2 Any person or "group" (as determined for purposes of Regulation
13D-G promulgated by the Commission under the Exchange Act or under any
successor regulation), but excluding any majority-owned subsidiary or any
employee benefit plan sponsored by the Company or any subsidiary or any trust or
investment manager for the account of such a plan, shall have acquired
"beneficial ownership" (as determined for purposes of such regulation) of the
Company's securities representing fifty percent (50%) or more of the combined
voting power of the Company's then outstanding securities unless such
acquisition is approved in advance by a majority of the directors of the Company
who were in office immediately preceding such acquisition and any individual
selected to fill any vacancy created by reason of the death or disability of any
such director; or
24.3 The Company becomes a party to a merger, consolidation or share
exchange in which either (i) the Company will not be the surviving corporation
or (ii) the Company will be the surviving corporation and any outstanding shares
of Common Stock will be converted into shares of any other company (other than a
reincorporation or the establishment of a holding company involving no change in
ownership of the Company or other securities or cash or other property
(excluding payments made solely for fractional shares)); or
24.4 The Company's shareholders (i) approve any plan or proposal for
the disposition or other transfer of all, or substantially all, of the assets of
the Company, whether by means of a merger, reorganization, liquidation or
dissolution or otherwise or (ii) dispose of, or become obligated to dispose of,
50% or more of the outstanding capital stock of the Company by tender offer or
otherwise.
If a Change in Control has occurred, all outstanding options granted
under the Plan shall be immediately exercisable by the holder of the option for
the total remaining number of Shares covered by the option and shall survive any
such event for the balance of their term.
25. Amendments and Termination. The Board shall have the right at any
--------------------------
time to amend, suspend or terminate this Plan in any respect which it may deem
to be in the best interests of the Company; provided, however, that it may not,
without the approval of the shareholders of the Company: (i) except as provided
in Sections 14 and 22 hereof, increase the maximum number of shares reserved for
issuance under the Plan; (ii) except as provided in Sections 14 and 22 hereof,
change the provisions of the Plan relating to the establishment of the option
price; (iii) change the class of persons eligible to participate in the Plan; or
(iv) make any change that would result in any Non-Employee Director losing his
status as a "disinterested administrator" under Rule 16b-3 with respect to any
employee benefit plan of the Company or result in transactions under the Plan
not qualifying for an exemption under Rule 16b-3 or any successor rule.
Except as provided in Sections 14 and 22 hereof, no amendment, modification
or termination of the Plan shall in any manner adversely affect any grant of
options theretofore granted under the Plan, without the consent of the optionee
affected thereby.
26. Tax Withholding. The Company shall have the authority, with respect
---------------
to options granted after the Effective Date, to withhold, or to require an
Employee to remit to the Company, prior to the issuance or delivery of any
shares hereunder, an amount sufficient to satisfy federal, state and local
withholding requirements on any exercise of an option, provided that such
withholding does not result in the loss of the availability of the exemption
under Rule 16b-3. Notwithstanding the last sentence of Section 9 hereof, the
Committee may, in its sole discretion, permit the holder of an option to elect
to satisfy withholding taxes, if any, arising in connection with the exercise of
an option either (i) by delivering to the Company shares of Common Stock then
held by such holder or (ii) by directing the Company to retain shares of Common
Stock otherwise
<PAGE>
issuable upon the exercise of such option. Any such election shall be
irrevocable and shall be subject to such rules as the Committee may, from time
to time, prescribe.
27. Legal Compliance. The Committee may suspend the exercise of any
----------------
option so long as it determines that registration or qualification under any
federal or state securities laws is required in connection therewith and has not
been completed.
28. Additional Restrictions. All options shall be subject to and shall
-----------------------
contain such provisions, limitations and restrictions as may be required on the
date of grant to permit the grant of the options to comply with or qualify for
the exemptions with respect to grants of options and stock provided by
regulations under Section 16 of the Exchange Act and other applicable provisions
of federal and state securities laws, and to satisfy the requirements of other
applicable regulatory authorities.
29. Termination of the Plan. The Plan shall terminate 10 years after the
-----------------------
Effective Date, subject to earlier termination by the Board pursuant to Section
25.
30. Compliance with Rule 16b-3. With respect to persons subject to
---------------------------
Section 16 of the Exchange Act, transactions under this plan are intended to
comply with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provision of the plan or action by the Committee
fails to so comply, it shall be deemed null and void, to the extent permitted by
law and deemed advisable by the Committee.
31. Substitution of Options in a Merger, Consolidation or Share Exchange.
--------------------------------------------------------------------
In the event that the Company becomes a party to a merger, consolidation or
share exchange (a "Business Combination") and in connection therewith
substitutes options under the Plan for options of another party to such Business
Combination, notwithstanding the provisions of the Plan, the terms of such
substituted options may have the same terms and conditions (provided that the
number of shares issuable and the exercise prices are adjusted in accordance
with the terms of the Business Combination) as the former options of such other
party to the Business Combination, provided, however, that the exercise price of
the options to be granted under the Plan shall be lawful consideration as
determined by the Committee.
<PAGE>
Stock Option Plan for
Henry I. Boreen as Interim CEO
1. Purpose. The purpose of this plan is to provide compensation to Henry I.
-------
Boreen for his services as interim CEO as adopted and approved by the board
of directors of Integrated Circuit Systems, Inc. (the "Company") on
September 3, 1996.
2. Grant. As approved by the board Mr. Boreen will be granted an option to
-----
purchase 75,000 shares of the Company's common stock at the closing price
as reported on the NASDAQ interdealer quotation system on September 3,
1996, the date of this grant. Such grant is not intended to qualify as an
incentive stock option under Section 422 of the Internal Revenue Code.
3. Vesting. Such option shall vest in six installments, with the first such
-------
installment of 25,000 shares vesting immediately, and the remainder vesting
in equal installments of 5000 shares on the monthly anniversary of the
grant date over the immediately following ten month period.
4. Exercise of Options. The period during which options shall be exercisable
-------------------
shall be five years after the date of grant. Subject to the foregoing,
options shall be exercisable at such times and be subject to such
restrictions and conditions as the Committee shall in each instance
determine, which restrictions and conditions need not be the same for all
options.
5. Payment of Option Price. No shares of Common Stock shall be issued upon
-----------------------
exercise of an option until full payment of the option price therefor has
been made. To the extent permitted by the Committee, payment of the option
price may be made: (i) in cash; (ii) by exchange of Common Stock valued at
its Fair Market Value on the date of exercise; (iii) by requesting that the
Company withhold from the number of shares of Common Stock otherwise
issuable upon exercise of the option that number of shares of Common Stock
having an aggregate fair market value on the date of exercise (the
difference between the exercise price and the fair market value on the date
of exercise) equal to the exercise price for all of the shares of Common
Stock as to which the option is being exercised; (iv) by means of a
brokers' cashless exercise procedure; or (v) by any combination of the
foregoing. Where payment of the option price is to be made with shares of
Common Stock acquired under any compensation plan of the Company, such
shares will not be accepted as payment unless the optionee has acquired
such shares at least six months prior to such payment.
6. Rights of Shareholders. Neither an optionee nor his or her legal
----------------------
representatives or beneficiaries shall have any of the rights of a
shareholder with respect to any shares subject to any option until such
shares shall have been issued upon the proper exercise of such option.
7. Non-Transferability of Options. No option may be sold, transferred,
------------------------------
pledged, assigned or otherwise alienated or hypothecated otherwise than by
will or by the laws of descent and distribution or, with respect to non-
qualified stock options, pursuant to a qualified domestic relations order
as defined by the Code or Title I of the Employee Retirement Income
Security Act, or the rules thereunder. Except as otherwise specifically
provided herein, all options granted to an optionee under the Plan shall be
exercisable during the lifetime of such optionee only by such optionee.
When an optionee dies, the personal representative or other person entitled
to succeed to the rights of the optionee (the "Successor Optionee") may
exercise such rights, subject to furnishing to the Company proof
satisfactory to the Company of his or her right to receive the option under
optionee's will or under the applicable laws of descent and distribution.
<PAGE>
8. Termination of Employment or Service of Optionee. Subject to the condition
------------------------------------------------
that no option shall be exercisable after the expiration of the period fixed by
the Committee in accordance with Section 4 hereof:
8.1 In the event that Mr. Boreen ceases to be an employee or advisor of
the Company or its Subsidiaries by reason of a discharge for cause or a
voluntary separation of the optionee from the Company without the consent of the
Company or its subsidiary, any options granted to such optionee under the Plan
shall terminate immediately, unless the Committee shall otherwise determine.
8.2 In the event that an optionee shall die while employed by the Company
or while serving as an advisor or within three months after (I) termination of
employment or service of an optionee due to disability or (ii) retirement of an
optionee who is an employee on the employee's Retirement Date, any option
granted to such optionee under the Plan shall be exercisable to the extent then
exercisable or on such accelerated basis as the Committee may determine, by his
successor in interest, within one year after the death of the optionee, unless
the Committee shall otherwise determine.
8.3 In the event that the employment or service of the optionee terminates
for any reason (other than as described in Section 8.1 or Section 8.2),
including due to disability (within the meaning of Code Section 422(e)(3)) and,
with respect to an employee, retirement on the employee's Retirement Date (as
hereinafter defined), any option granted to such optionee under the Plan shall
be exercisable to the extent then exercisable or on such accelerated basis as
the Committee may determine, within a period of three months after such
termination, unless the Committee shall otherwise determine.
8.4 For purposes of this Section 8, "Retirement Date" shall mean any date
an employee is otherwise entitled to retire under the Company's retirement plans
and shall include normal retirement at age 65, early retirement at age 62 and
retirement at age 60 after 30 years of service.
9. Rights of Employees. Nothing in the Plan shall interfere with or limit in
-------------------
any way the right of the Company or any subsidiary to terminate any
optionee's employment or service for the Company at any time, nor confer
upon any optionee any right to continue in the employ or service of the
Company or any subsidiary. No optionee shall have the right to be selected
as an optionee, or having been so selected, to be selected again as an
optionee.
10. Adjustments in Shares Subject to Plan. If the Company shall at any time
-----------
change the number of issued shares of Common Stock without new
consideration to the Company (such as by stock dividend or stock split),
the total number of shares available under the Plan, hereof, and the number
and price of shares of Common Stock subject to outstanding options, shall
be adjusted so that the aggregate consideration payable to the Company and
the value of each option shall not be changed. If, during the term of any
option granted under this Plan, the Common Stock shall be changed into
another kind of stock or into securities of another corporation, whether as
a result of a reorganization, recapitalization, sale, merger,
consolidation, or other similar transaction, or if additional rights shall
be offered with respect to the Common Stock, the Board shall cause adequate
provision to be made so that the optionees shall thereafter be entitled to
receive, upon the due exercise or any outstanding options, the securities
or rights that the optionees would have been entitled to receive had they
owned the Common Stock acquired on the exercise of such options on the
effective date of any such transaction.
11. Additional Restrictions. All options shall be subject to and shall contain
-----------------------
such provisions, limitations and restrictions as may be required on the
date of grant to permit the grant of the options to comply with or qualify
for the exemptions with respect to grants of options and stock provided by
regulations under Section 16 of the Exchange Act and other
<PAGE>
applicable provisions of federal and state securities laws, and to satisfy
the requirements of other applicable regulatory authorities.
12. Compliance with Rule 16b-3. With respect to persons subject to Section 16
---------------------------
of the Exchange Act, transactions under this plan are intended to comply
with all applicable conditions of Rule 16b-3 or its successors under the
Exchange Act. To the extent any provision of the plan or action by the
Committee fails to so comply, it shall be deemed null and void, to the
extent permitted by law and deemed advisable by the Committee.
14. Substitution of Options in a Merger, Consolidation or Share Exchange. In
--------------------------------------------------------------------
the event that the Company becomes a party to a merger, consolidation or
share exchange (a "Business Combination") and in connection therewith
substitutes options under the Plan for options of another party to such
Business Combination, notwithstanding the provisions of the Plan, the terms
of such substituted options may have the same terms and conditions
(provided that the number of shares issuable and the exercise prices are
adjusted in accordance with the terms of the Business Combination) as the
former options of such other party to the Business Combination, provided,
however, that the exercise price of the options to be granted under the
Plan shall be lawful consideration as determined by the Committee.
<PAGE>
CONSULTANT AGREEMENT
--------------------
Consultant Agreement made and effective on the date last set forth below,
by and between the parties identified below as Integrated Circuit Systems,
Inc.("ICS") and Consultant. Consultant hereby agrees to perform such services as
set forth herein according to the ICS's Standard Terms and Conditions for
Consulting (a copy of which is attached and initialed by the parties), wherein
reference to Schedule I shall refer to the information set forth below.
SCHEDULE I
1. Services to be Performed: Advisory and consulting services in strategic
analysis and operations management and other services as may from time to
time be requested by the Project Coordinator.
2. Term of Agreement: Six (6) Months
3. Project Coordinator: Henry I. Boreen
4. Compensation: ICS agrees to pay consultant as follows for the successful
completion of the required services:
Grant of stock option to purchase two thousand shares of the common
stock of Integrated Circuit Systems, Inc., at an exercise price of
$14.125 per share. Such option to vest in one installment as of
September 3, 1997. Such option will expire March 3, 2002. The grant
of the foregoing option to be evidenced by and subject to the terms
and conditions of an option agreement containing such standard terms
as are reasonably satisfactory to the Company.
5. Other Pertinent Information:
Paragraphs 2.B, 11.G. and 11.H. of the Standard Terms are hereby
deleted.
IN WITNESS WHEREOF, the parties hereto acknowledge their Agreement as follows:
Integrated Circuit Systems, Inc. Consultant John L. Pickitt
---------------------------
By: By:
------------------------------------- ----------------------------------
Typed Name: Henry I. Boreen Typed Name: John L. Pickitt
----------------------------- --------------------------
Title: Interim CEO Title: self
---------------------------------- -------------------------------
Address: 2435 Blvd. of the Generals Address:
-------------------------------- -----------------------------
Norristown, PA
- ---------------------------------------- -------------------------------------
Date: Date:
----------------------------------- --------------------------------
<PAGE>
STANDARD TERMS AND CONDITIONS FOR CONSULTANT SERVICES
-----------------------------------------------------
1. Appointment.
-----------
A. Consultant has special expertise and knowledge pertinent to certain advisory
and consulting services which are required by ICS as set forth in Paragraph 3
herein. ICS desires to avail itself of such expertise and knowledge and in
reliance thereon engage Consultant to provide such services. ICS further
desires to obtain the full benefit of the information, ideas, improvements,
writings and inventions which may result from this engagement.
B. Consultant is willing to accept such engagement and devote its best efforts
to seasonably provide ICS with the services and benefit it seeks. Consultant
warrants that (i) it has the authority to enter into this Agreement and perform
the services requested hereunder, (ii) it will so perform such services in a
timely manner and with the highest standards of workmanship and professionalism,
and (iii) such services will not infringe any proprietary or other property,
contract or personal right of any third party.
2. Term.
----
A. The term of this Agreement shall be as set forth in Schedule I hereto except
that ICS may terminate this Agreement earlier in accordance with Paragraph 6
hereof.
B. In the event the required services are not completed within the allotted
time, ICS may, at its option and upon written notice to Consultant, extend the
term of this Agreement for such additional period as ICS may determine to be
reasonably required for the completion of the services hereunder. In no event,
however, shall this Paragraph be construed as relieving any obligation to
perform such services in a timely manner or as obligating ICS to extend the term
hereof.
3. Duties.
------
A. Consultant shall provide, in an independent and consulting capacity and not
as an employee or agent of ICS, such services as set forth in Schedule I hereto,
or as from time to time are otherwise communicated in writing to Consultant by
the ICS Project Coordinator identified in Schedule I, or any alternate thereto
as may be designated in writing by ICS.
B. Consultant shall submit such written reports to the Project Coordinator as
are requested by ICS disclosing fully the nature of the consulting work done
under this Agreement and the results and conclusions reached.
4. Compensation.
------------
A. As full compensation for the services required to be rendered to ICS
hereunder, ICS shall pay to the Consultant a fee as set forth in Schedule I.
B. In addition Consultant shall be reimbursed for all reasonable travel and
other expenses incurred in the performance of service under this Agreement,
provided such expenses conform to ICS's written guidelines and are pre-approved
in writing by the Project Coordinator. Reimbursement to Consultant of the
aforementioned expenses and compensation will be made within sixty (60) days
after final ICS approval of the submission by Consultant of each written,
detailed request for reimbursement (with attached receipts and related
documentation).
5. Assistance. Consultant shall obtain the written approval of ICS prior to
----------
engaging any third party (other than its employees) to assist in the performance
of any duties hereunder or providing any information relating to this Agreement
to any such third party. In the event Consultant utilizes any such third party
(including its employees) in the performance of this Agreement, Consultant will
be solely responsible for compensating the third party and will obtain the
written agreement of the third party to be bound by the provisions of Paragraphs
2, 3, 6, 7, 8, 9, 10 and 11 hereof to the same extent as Consultant is bound.
6. Termination. ICS may at any time terminate this Agreement
-----------
A. for any reason with at least thirty (30) days' prior written notice to
Consultant; and
B. for cause, including any breach hereof or any inability of Consultant to
complete its performance hereunder (financial or otherwise), immediately upon
notice to Consultant.
7. Restrictive Covenant. During the term of this Agreement, Consultant shall
--------------------
devote in good faith, its best efforts in the performance of its duties
hereunder, and shall not engage in or be concerned with other activities or
pursuits, directly or indirectly, alone or as a member of a partnership, or as
an officer, director, or shareholder of any other corporation, that create a
conflict of interest with the proprietary interests of ICS or with Consultant's
duties hereunder.
8. Confidential Information.
------------------------
A. For the purposes of this provision, Confidential Information shall include,
but shall not be limited to, all information, data, processes, methods,
practices, techniques, inventions, works of authorship, designs, technical and
business plans, computer programs, devices, photographs, drawings, and
documentation which relate to the business of ICS and/or its affiliated
companies, customers and suppliers, including without limitation the terms of
this Agreement.
B. Consultant acknowledges that during the term of this Agreement, Consultant
may have access to or may become acquainted with Confidential Information.
C. Consultant agrees to hold in a fiduciary capacity for the benefit of ICS any
Confidential Information obtained by Consultant during the term of this
Agreement and to refrain from duplicating, disclosing, disseminating, or
otherwise using such Confidential Information, either directly or indirectly,
except as is absolutely required to provide services under this Agreement.
D. All tangible materials containing such Confidential Information, whether
prepared by Consultant or otherwise coming into Consultant's possession, are the
exclusive property of ICS, and shall not be reproduced or removed from the
premises of ICS without the knowledge and written authorization of the Project
Coordinator. In any event, all such tangible materials containing Confidential
Information shall be promptly returned to ICS when Consultant completes the
duties specified in Paragraph 3 hereof, or upon termination in accordance with
Paragraph 6 hereof, and Consultant shall so certify in writing upon ICS's
request.
E. Consultant shall not disclose or otherwise make available to ICS any
information obtained by it from other entities on a confidential or restricted
basis.
F. Consultant recognizes and agrees that nothing contained in this Agreement
shall be construed as granting any rights by license or otherwise to any
information disclosed hereunder or to which Consultant otherwise gains access as
a result of this Agreement and the performance of consulting services for ICS,
or to any intellectual property rights of ICS, its affiliated companies,
customers or suppliers.
G. Consultant's obligations hereunder with respect to Confidential Information
shall not apply to information which (i) is or becomes part of the public domain
through no fault or breach on the part of Consultant or its employees, (ii) was
rightfully known to Consultant, as evidenced by Consultant's written records,
prior to any disclosure hereunder, or (iii) is independently developed by
Consultant or rightfully disclosed to Consultant by a third party, without
breach of any obligation of confidentiality or use of any Confidential
Information obtained from ICS, as evidenced by Consultant's written records.
H. The obligations of this Paragraph are continuing and survive the termination
of Consultant's association with ICS.
9. Inventions, Writings and Discoveries. Consultant agrees that it will
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promptly and fully disclose in writing and does hereby assign, transfer and
otherwise relinquish to ICS, exclusively, all inventions, works of authorship,
discoveries, improvements, designs, writings, practices, processes, methods,
devices, tools, machines, appliances, apparatus, formulas, etc., whether or not
patentable or copyrightable, developed pursuant to this Agreement, which the
Consultant, either solely or jointly with others, shall make, author, invent,
discover, originate, conceive or reduce to practice, which developments shall,
if appropriate under current law, be deemed works for hire, that upon creation
are owned by ICS. All intellectual property rights relating to the above shall
likewise be assigned to and otherwise deemed owned by ICS. The obligations of
this Paragraph shall survive any termination or expiration of this Agreement.
10. Assignment. Consultant acknowledges that the services to be rendered by
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him are unique and personal. Accordingly, Consultant shall not assign any of
its rights or delegate any of its duties or obligations under this Agreement
without the prior written permission of ICS. Any attempted unauthorized
assignment or delegation shall be void. ICS retains the right to assign this
Agreement to its parents, subsidiaries and/or affiliates at any time.
11. Miscellaneous.
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A. This Agreement together with the attached Schedule I constitute the entire
Agreement between the parties hereto with reference to the subject matter hereof
and supersede all prior agreements and understandings between them relating to
the subject matter hereof. No modification of this Agreement shall be binding
on either party unless it is in writing and signed by both parties.
B. No waiver of any provision of this Agreement shall be effective unless made
in writing. No waiver of any provision of this Agreement shall be deemed or
construed a waiver of any other provision hereof, nor shall such waiver shall
constitute a waiver of any subsequent breach of the same or any other provision
of this Agreement.
C. The rights and obligations of the parties to this Agreement shall be
governed by and construed in accordance with the laws of the Commonwealth of
Pennsylvania. Consultant agrees and consents to the jurisdiction of the
Commonwealth of Pennsylvania and expressly waives any and all objections to
jurisdiction or venue in such courts.
D. This Agreement does not create a partnership between the parties, nor any
form of legal association which would impose liability on one party for the acts
or omissions of the other.
E. Consultant is wholly responsible for all taxes (including without
limitation, income taxes, social security, workers' compensation, etc.) not
withheld by ICS and due with respect to the payments made hereunder.
F. The prevailing party in any legal action brought by one party hereto against
the other, shall be entitled, in addition to any other rights and remedies it
may have, to reimbursement for its expenses incurred thereby, including court
costs and reasonable attorneys' fees. Any such action bought against ICS must
be commenced within one (1) year after the cause of action accrues, and in no
event later than ninety (90) days after the termination of services hereunder.
G. Consultant shall comply with all statutes, laws, rules and regulations
applicable to the performance of the services hereunder. Consultant shall
maintain public and employee liability, property damage, and compensation
insurance in reasonable amounts and kinds sufficient to protect ICS from such
risks and from any claims under any applicable worker's compensation, occupation
duties or other acts affecting Consultant and/or its employees. Consultant will
provide ICS with proper evidence of such insurance upon request.
H. Consultant will indemnify and hold ICS harmless, against all claims,
actions, liability, damage, loss and expense (including investigative expense
and attorney's fees incurred in litigation or because of threatened litigation),
arising or alleged to arise from any duty owed to Consultant's employees or
agents, the failure of the services to comply with any warranties of Consultant
or as may otherwise result from Consultant's default hereunder.
I. IN NO EVENT SHALL ICS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES. Consultant's remedy for any breach of this Agreement shall not exceed
the agreed price for any services performed hereunder.
Consultant: _____________________ ICS: ___________________________________
