AGREEMENT AND PLAN OF MERGER by and between IC MEDIA CORPORATION, a California corporation, and MAGNACHIP SEMICONDUCTOR, INC, a Delaware corporation

Exhibit 3.10

AGREEMENT AND PLAN OF MERGER
by and between
IC MEDIA CORPORATION,
a California corporation,
and
MAGNACHIP SEMICONDUCTOR, INC,
a Delaware corporation

     This Agreement and Plan of Merger (this “Agreement”)) dated as of November 17, 2005 is by and between IC Media Corporation, a California corporation (hereinafter sometimes called “IC Media”), and MagnaChip Semiconductor, a Delaware corporation (hereinafter sometimes called “MagnaChip”). IC Media and MagnaChip are sometimes hereinafter referred to as the “Constituent Corporations.”

RECITALS

     A. IC Media and MagnaChip have entered into this Agreement in accordance with Section 1108 of the General Corporation Law of the State of California (“California Law”) and Section 252 of the General Corporation Law of the State of Delaware (“Delaware Law”) providing for the merger of MagnaChip with and into IC Media (the “Merger”), which Agreement has been approved, adopted, certified, executed and acknowledged by each of the Constituent Corporations.

     B. The boards of directors of the Constituent Corporations deem it desirable and in the best interests of the corporations and their shareholders that MagnaChip be merged into IC Media, and that the transaction qualify as a “reorganization” within the meaning of Sections 368(a) of the Internal Revenue Code of 1986, as amended.

     C. California law permits the merger of a business corporation of another jurisdiction with and into a business corporation of the State of California.

     D. Delaware Law permits a merger of a business corporation of the State of Delaware with and into a business corporation of another jurisdiction.

     E. The Agreement has been approved and adopted by the requisite percentages of the outstanding voting stock of MagnaChip and IC Media.

     NOW, THEREFORE, in consideration of the premises and of the mutual agreement of the parties hereto, being thereunto duty entered into by IC Media and approved by resolutions adopted by written consent by its Board of Directors and by its sole shareholder and being thereunto duly entered into by MagnaChip and approved by resolutions adopted by written consent by its Board of Directors and by its sole shareholder, the Merger and the terms and conditions thereof and the mode of carrying the same into effect, together with any provisions required or permitted to be set forth herein are hereby determined and agreed upon as follows:

ARTICLE I

THE CONSTITUENT CORPORATIONS

     1.1 IC Media. IC Media is a corporation duly organized and existing under the laws of the State of California, with its principal office located at 0000 Xxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxxx 00000. IC Media has 100 shares of Common Stock, no par value, issued and outstanding, all of which are owned by MagnaChip Semiconductor LLC (“Parent”).

     1.2 MagnaChip. MagnaChip is a corporation duly organized and existing under the laws of the State of Delaware, with its principal office located at 0000 Xxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx. Xxxxxxxxxx 00000. MagnaChip has 1,000 shares of Common Stock, par value $0.01. issued and outstanding, all of which are owned by Parent.

ARTICLE II

THE MERGER

     2.1 The Merger. At the Effective Time (as defined in Section 2.2 hereof) and subject to and upon the terms and conditions of this Agreement and the applicable provisions of the California Law, MagnaChip shall be merged with and into IC Media, the separate corporate existence of MagnaChip shall cease and IC Media shall continue as the surviving corporation as a wholly-owned subsidiary of Parent. The surviving corporation after the Merger is sometimes referred to hereinafter as the “Surviving Corporation.”

     2.2 Filing and Effectiveness. This Agreement, together with the officers’ certificates of each of the Constituent Corporations required by California Law (collectively, the “Officers’ Certificates”), shall be filed with the Secretary of State of the State of California and an executed certificate of merger meeting the requirements of Delaware Law shall be filed with the Secretary of State of the State of Delaware. The Merger shall become effective, in accordance with California Law, upon the filing of this Agreement and the Officers’ Certificates with the Secretary of State of the State of California (the “Effective Time”).

     2.3 Effect of the Merger. At the Effective Time, the effect of the Merger shall be as provided in the applicable provisions of California Law. Without limiting the generality of the foregoing, and subject thereto, at the Effective Time, all the property, rights, privileges, powers and franchises of MagnaChip shall vest in the Surviving Corporation, and all debts, liabilities and duties of MagnaChip shall become the debts, liabilities and duties of the Surviving Corporation.

     2.4 Articles of Incorporation; Name Change as a Result of the Merger. Upon the filing of this Agreement, the articles of incorporation of the Surviving Corporation are hereby amended and restated as of the Effective Time to read in the form attached hereto as Exhibit A until thereafter amended in accordance with California Law and as provided in such articles of incorporation. As a result of such amendment to the articles of incorporation of the Surviving Corporation, the name of the Surviving Corporation shall be “MagnaChip Semiconductor, Inc.”

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     2.5 Officers and Directors. The directors of MagnaChip immediately prior to the Effective Time shall be the directors of the Surviving Corporation immediately after the Effective Time, each to hold the office of a director of the Surviving Corporation in accordance with the provisions of California Law and the articles of incorporation and bylaws of the Surviving Corporation until their successors are duly elected and qualified. The officers of MagnaChip immediately prior to the Effective Time shall be the officers of the Surviving Corporation immediately after the Effective Time, except that the Secretary of the Surviving Corporation shall be Xxxx XxXxxxxxx, each to hold such office in the Surviving Corporation in accordance with the provisions of California Law and the Articles of Incorporation and Bylaws of the Surviving Corporation until their successors are duly elected and qualified.

     2.6 Bylaws. The Bylaws of IC Media, as in effect immediately prior to the Effective Time shall be the Bylaws of the Surviving Corporation at the Effective Time until thereafter amended in accordance with California Law and as provided in such Bylaws.

     2.7 Effect of Merger on the Capital Stock of the Constituent Corporations. At the Effective Time, by virtue of the Merger and without any action on the part MagnaChip, IC Media or Parent,

          (a) Each share of Common Stock of MagnaChip issued and outstanding immediately prior to the Effective Time of the Merger shall be converted automatically into one share of Common Stock of the Surviving Corporation, which shall thereafter be an issued and outstanding share of Common Stock of the Surviving Corporation.

          (b) Each share of Common Stock of IC Media issued and outstanding immediately prior to the Effective Time of the Merger shall be cancelled without consideration and shall cease to exist.

          (c) Stock certificates representing shares of MagnaChip’s Common Stock shall upon the consummation of Merger be deemed for all purposes to represent that number of shares of Common Stock of the Surviving Corporation receivable in exchange therefor as provided in this Section 2.7.

ARTICLE III

MISCELLANEOUS

     3.1 Termination and Amendment. Notwithstanding the approval of this Agreement by the shareholders of each of the Constituent Corporations, this Agreement may be terminated at any time prior to the Effective Time by mutual agreement of the Boards of Directors of the Constituent Corporations. This Agreement may be amended by the parties at any time before or after approval hereof by the shareholders of each of the Constituent Corporations, but, after any such approval, no amendment will be made which, under the applicable provisions of California Law and Delaware Law, requires the further approval of shareholders without obtaining such further approval. This Agreement shall not be amended except by an instrument in writing signed on behalf of each of the parties.

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     3.2 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be enforceable against the parties that execute such counterparts, and all of which together shall constitute one instrument.

     3.3 Governing Law. This Agreement shall in all respects be construed, interpreted and enforces in accordance with and governed by the laws of the State of California and, so far as applicable, the merger provisions of Delaware Law.

     3.4 Agreement. An executed copy of this Agreement is on file at the principal place of business of the Surviving Corporation located at 0000 Xxxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxx Xxxxx, Xxxxxxxxxx 00000.

[Remainder of Page Intentionally Left Blank]

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     IN WITNESS WHEREOF, IC Media and MagnaChip, as duly authorized by their respective boards of directors, have caused this Agreement to be approved, adopted, certified, executed and acknowledged as of the date first set forth above.

	IC MEDIA CORPORATION, a California corporation
	By:	/s/ Xx. Xxxx Huh
		Name:	Xx. Xxxx Huh
		Title:	President
	By:	/s/ Xxxx XxXxxxxxx
		Name:	Xxxx XxXxxxxxx
		Title:	Secretary
	MAGNACHIP SEMICONDUCTOR, INC., a Delaware corporation
	By:	/s/ Xxxxx Xxxxxxxx
		Name:	Xxxxx Xxxxxxxx
		Title:	President and Secretary

EXHIBIT A

AMENDED AND RESTATED ARTICLES OF INCORPORATION

     The articles of incorporation of the Surviving Corporation are amended and restated to read as follows:

“ARTICLE I

     The name of this corporation is MagnaChip Semiconductor, Inc.

ARTICLE II

     The purpose of the corporation is to engage in any lawful act or activity for which a corporation may be organized under the General Corporation Law of California other than the banking business, the trust company business or the practice of a profession permitted to be incorporated by the California Corporations Code.

ARTICLE III

     This corporation is authorized to issue one class of shares, designated “Common Shares.” The total number of Common Shares this corporation is authorized to issue is 1,000 shares, with a par value of $0.001 per share.

ARTICLE IV

     A. Limitation of Directors’ Liability. The liability of the directors of this corporation for monetary damages shall be eliminated to the fullest extent permissible under California law.

     B. Indemnification of Corporate Agents. This corporation is authorized to provide indemnification of agents (as defined in Section 317 of the California Corporations Code) through bylaw provisions, agreements with agents, votes of shareholders or disinterested directors or otherwise, in excess of the indemnification otherwise permitted by Section 317 of the California Corporations Code, subject only to the applicable limits set forth in Section 204 of the California Corporations Code with respect to actions for breach of duty to this corporation and its shareholders.

     C. Repeal or Modification. Any repeal or modification of the foregoing provisions of this ARTICLE IV shall not adversely affect any right or protection of an agent of this corporation relating to acts or omissions occurring prior to such repeal or modification.”