Exhibit 1.1 10,000,000 SHARES INTEGRATED CIRCUIT SYSTEMS, INC. COMMON STOCK, PAR VALUE $.01 PER SHARE UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • May 11th, 2001 • Integrated Circuit Systems Inc • Semiconductors & related devices • New York
AMONGAsset Purchase Agreement • February 9th, 1999 • Integrated Circuit Systems Inc • Semiconductors & related devices • California
AMENDMENT NO. 1 TO STOCKHOLDERS AGREEMENTStockholders Agreement • May 22nd, 2000 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
INDENTUREIndenture • October 9th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices • New York
EXHIBIT 4.2 INTEGRATED CIRCUIT SYSTEMS, INC. -------------------------------- STOCK OPTION AGREEMENT THIS STOCK OPTION AGREEMENT (the "Agreement") is made this ____ day of September, 1997, by and between Integrated Circuit Systems, Inc. (the...Stock Option Agreement • April 24th, 1998 • Integrated Circuit Systems Inc • Semiconductors & related devices
AGREEMENT AND PLAN OF MERGER BY AND BETWEEN ICS MERGER CORP.Merger Agreement • January 20th, 1999 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
EMPLOYMENT AGREEMENT -------------------- EMPLOYMENT AGREEMENT (the "Agreement") dated as of May 6, 1998 by and between INTEGRATED CIRCUIT SYSTEMS, INC., a Pennsylvania corporation (the "Company") and HENRY I. BOREEN ("Employee").Employment Agreement • September 23rd, 1998 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
By and AmongMerger Agreement • January 18th, 2002 • Integrated Circuit Systems Inc • Semiconductors & related devices • Delaware
This Amendment No. 2 to Stockholders Agreement (the "Amendment") is made and entered into as of February __, 2000, by and among Integrated Circuit Systems, Inc., a Pennsylvania corporation (the "Company"), each of the Persons listed on Schedule I...Stockholders Agreement • May 22nd, 2000 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
EXHIBIT C AMENDMENT NO. 1 TO REGISTRATION AGREEMENT -----------------------------------------Registration Agreement • May 22nd, 2000 • Integrated Circuit Systems Inc • Semiconductors & related devices
EXHIBIT 2.1 AGREEMENT AND PLAN OF MERGERMerger Agreement • March 17th, 1997 • Integrated Circuit Systems Inc • Semiconductors & related devices • Delaware
THIS SPACE IS NOT TO BE COVERED IN ANY WAY -----------------------------Stock Certificate • May 22nd, 2000 • Integrated Circuit Systems Inc • Semiconductors & related devices
Shares of the Class A Common Stock, $.01 par value per share, of Integrated Circuit Systems, Inc., transferable on the books of the Corporation in person or by duly authorized Attorney upon surrender of this Certificate properly endorsed.
Exhibit 10.31 INDEMNIFICATION AGREEMENT This Agreement, dated as of May 22, 2000, is made by and between Integrated Circuit Systems, Inc., a Pennsylvania corporation (the "Company"), and Justine F. Lien who is currently serving as an officer and/or...Indemnification Agreement • February 12th, 2001 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
EXHIBIT 10.5 MASTER LEASEMaster Lease • February 9th, 1999 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
9,000,000 Shares INTEGRATED CIRCUIT SYSTEMS, INC. Common Stock, Par Value $.01 Per Share UNDERWRITING AGREEMENT ----------------------Underwriting Agreement • May 24th, 2001 • Integrated Circuit Systems Inc • Semiconductors & related devices • New York
SCHEDULE IContractor Agreement • September 23rd, 1998 • Integrated Circuit Systems Inc • Semiconductors & related devices
EXHIBIT E SERIES A CUMULATIVE CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries a Cumulative Convertible Preferred Stock Purchase Agreement • May 22nd, 2000 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
EXHIBIT 10.25 SEVERANCE AGREEMENT --------- --------- This Severance Agreement (the "Agreement") is made on this 20th day of March 1998 (the "Effective Date"), by and among Integrated Circuits Systems, Inc., a Pennsylvania corporation (the "Company"),...Severance Agreement • September 23rd, 1998 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
VOTING AGREEMENTVoting Agreement • June 16th, 2005 • Integrated Circuit Systems Inc • Semiconductors & related devices • New York
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”).
INDEMNIFICATION AGREEMENTIndemnification Agreement • September 6th, 2005 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
This Agreement, dated as of December 27, 2004, is made by and between Integrated Circuit Systems, Inc., a Pennsylvania corporation (the “Company”), and Russell Weinstock (the “Indemnitee”).
BETWEENAmendment Agreement (No. 1) to Deposit Agreement • February 9th, 1999 • Integrated Circuit Systems Inc • Semiconductors & related devices
AGREEMENT AND PLAN OF MERGER BY AND AMONG INTEGRATED DEVICE TECHNOLOGY, INC. COLONIAL MERGER SUB I, INC. AND INTEGRATED CIRCUIT SYSTEMS, INC. DATED AS OF JUNE 15, 2005Merger Agreement • June 16th, 2005 • Integrated Circuit Systems Inc • Semiconductors & related devices • New York
This Agreement and Plan of Merger, dated as of June 15, 2005 (this “Agreement”), is by and among Integrated Device Technology, Inc., a Delaware corporation (“Parent”), Colonial Merger Sub I, Inc., a Pennsylvania corporation and a direct, wholly-owned subsidiary of Parent (“Merger Sub”), and Integrated Circuit Systems, Inc., a Pennsylvania corporation (the “Company”).
SCHEDULE IConsultant Agreement • May 14th, 1997 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
This MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) made as of the 9th day of January, 2002, is by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #07-04/06, Kolam Ayer Industrial Park, Singapore 349276; MICRO NETWO
REVOLVING CREDIT LOAN AGREEMENT BY AND AMONG INTEGRATED CIRCUIT SYSTEMS, INC. ICST, INC. ICS TECHNOLOGIES, INC. MICRO NETWORKS CORPORATION AND FLEET NATIONAL BANK Dated: March 1, 2004Revolving Credit Loan Agreement • May 11th, 2004 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
This REVOLVING CREDIT LOAN AGREEMENT dated as of the 1st day of March, 2004, is among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 103 Foulk Road, Suite 212 Wilmington, Delaware 19803; MICRO NETWORKS CORPORATION, a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; and FLEET NATIONAL BANK, a national banking association, with an address at 7111 Valley Green Ro
b) Employee represents to the Company that Employee is not subject to or party to (and except for the present Agreement and any other agreement with the Company, Employee agrees during the Employment Term not to become subject to or a party to) any...Employment Agreement • February 9th, 1999 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
AGREEMENT AND PLAN OF MERGERMerger Agreement • December 16th, 1996 • Integrated Circuit Systems Inc • Semiconductors & related devices • Delaware
Logo of Integrated Circuit Systems, Inc.] November 29, 1996 Revolving Credit Agreement and Note Voyetra Technologies, Inc. 5 Odell Plaza Yonkers, NY 10701 Attention: Vice President and Chief Financial Officer Gentlemen: We, Integrated Circuit Systems,...Revolving Credit Agreement • December 16th, 1996 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
REVOLVING CREDIT AND TERM LOAN AGREEMENT BY AND AMONG INTEGRATED CIRCUIT SYSTEMS, INC. ICST, INC. ICS TECHNOLOGIES, INC. INTEGRATED CIRCUIT SYSTEMS PTE LTD AND FIRST UNION NATIONAL BANK AND FLEET NATIONAL BANKRevolving Credit and Term Loan Agreement • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
This REVOLVING CREDIT AND TERM LOAN AGREEMENT dated this 31st day of December, 2001, is by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #07-04/06, Kolam Ayer Industrial Park, Singapore 349276; FIRST UNION NATIONAL BANK, with an office at 123
Exhibit 10.4 REVOLVING CREDIT LOAN AGREEMENT This REVOLVING CREDIT LOAN AGREEMENT dated this 23rd day of June, 2000, is among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania,...Revolving Credit Loan Agreement • February 12th, 2001 • Integrated Circuit Systems Inc • Semiconductors & related devices
THIRD MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
This THIRD MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) made as of the 14th day of June, 2002, by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #07-04/06, Kolam Ayer Industrial Park, Singapore 349276; MICRO NETW
FIFTH MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
This FIFTH MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) made as of the 22nd day of October, 2002, by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #07-04/06, Kolam Ayer Industrial Park, Singapore 349276; MICRO N
FOURTH MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENTRevolving Credit and Term Loan Agreement • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices • Pennsylvania
This FOURTH MODIFICATION TO REVOLVING CREDIT AND TERM LOAN AGREEMENT (this “Agreement”) made as of the 25th day of September, 2002, by and among INTEGRATED CIRCUIT SYSTEMS, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403, ICST, INC., a corporation organized and existing under the laws of the Commonwealth of Pennsylvania, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; ICS TECHNOLOGIES, INC., a corporation organized and existing under the laws of the State of Delaware, with its chief executive office at 2435 Boulevard of the Generals, Norristown, Pennsylvania 19403; INTEGRATED CIRCUIT SYSTEMS PTE LTD, a corporation organized and existing under the laws of the Republic of Singapore, with its chief executive office at 1 Kallang Sector, #07-04/06, Kolam Ayer Industrial Park, Singapore 349276; MICR
TERM NOTETerm Note • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices
This Note is the Term Note referred to in the Revolving Credit and Term Loan Agreement dated December 31, 2001 (as such agreement may be amended or modified, the “Loan Agreement”) by and among the Borrower, the Lender, its successors and assigns, and First Union National Bank, as Bank and Agent. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. This Note renews, extends and replaces that certain Term Note (“Term Note”) dated December 31, 2001, evidencing an original principal amount of $20,454,545.43. This Note is not a novation and shall not be deemed to diminish, terminate, or satisfy all or any of the Obligations or any Collateral security therefor under the Loan Agreement, the Term Note, or any other Loan Document.
TERM NOTETerm Note • November 12th, 2003 • Integrated Circuit Systems Inc • Semiconductors & related devices
This Note is the Term Note referred to in the Revolving Credit and Term Loan Agreement dated December 31, 2001 (as such agreement may be amended or modified, the “Loan Agreement”) by and among the Borrower, the Lender (as Agent and Bank), its successors and assigns, and Fleet National Bank. All capitalized terms used and not otherwise defined herein shall have the meanings ascribed to such terms in the Loan Agreement. This Note renews, extends and replaces that certain Term Note (“Term Note”) dated December 31, 2001, evidencing an original principal amount of $24,545,454.57. This Note is not a novation and shall not be deemed to diminish, terminate, or satisfy all or any of the Obligations or any Collateral security therefor under the Loan Agreement, the Term Note, or any other Loan Document.
