EXHIBIT 99.1
FIRST AMENDMENT
TO
AGREEMENT AND PLAN
OF
MERGER AND REORGANIZATION
THIS FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND
REORGANIZATION (this "First Amendment") made and entered into as of November 11,
1998, by and among: FIRST CONSULTING GROUP, INC., a Delaware corporation
("Parent"); FOXTROT ACQUISITION SUB, INC., a Delaware corporation and a wholly
owned subsidiary of Parent ("Merger Sub"); and INTEGRATED SYSTEMS CONSULTING
GROUP, INC., a Pennsylvania corporation (the "Company"), amends that certain
Agreement and Plan of Merger and Reorganization, dated as of September 9, 1998,
by and among Parent, Merger Sub and the Company (the "Original Agreement").
Capitalized terms used but not defined herein shall have the meanings assigned
to them in the Original Agreement.
W I T N E S S E T H
WHEREAS, the parties have entered into the Original Agreement on
September 9, 1998; and
WHEREAS, subject to the terms and conditions provided herein, the
parties desire to amend the Original Agreement in accordance with Section 9.1
thereof.
NOW, THEREFORE, in consideration of the premises and mutual covenants
herein contained, and other good and valuable consideration, the receipt of
which is acknowledged by the parties, the parties hereby agree as follows:
1. Section 5.17 of the Original Agreement is hereby amended and
restated in its entirety to read as follows:
"5.17 Parent Board of Directors. As soon as practicable after
the Effective Time, Parent shall use reasonable efforts to nominate and
appoint: (i) a nominee designated by the Company to Class I of its
Board of Directors to serve until the annual meeting of stockholders to
be held in 1999; (ii) Xxxxxx X. Xxxxxxxx, or such other nominee
designated by the Company, to Class II of its Board of Directors to
serve until the annual meeting of stockholders to be held in 2000; and
(iii) Xxxxx X. Xxxxxx, or such other nominee designated by the Company,
to Class III of its Board of Directors to serve until the annual
meeting of stockholders to be held in 2001."
2. Any reference in the Original Agreement to the term "Agreement" is
deemed to refer to both the Original Agreement as well as the Original
Agreement, as amended by this First Amendment.
3. Except as amended by this First Amendment, the Original Agreement
remains in full force and effect.
4. This First Amendment is made under, and shall be construed and
enforced in accordance with, the laws of the State of California applicable to
agreements made and to be performed solely therein, without giving effect to
principles of conflicts of law.
5. This First Amendment may be executed in several counterparts, each
of which shall be deemed an original and all of which shall constitute one and
the same instrument.
IN WITNESS WHEREOF, the parties have each caused this First Amendment
to be executed as of the date first written above.
FIRST CONSULTING GROUP, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------------------
Xxxxxx X. Xxxxxxxx
Chief Executive Officer
FOXTROT ACQUISITION SUB, INC.
By: /s/ Xxxxxx X. Xxxxxxxx
----------------------------------------------------
Xxxxxx X. Xxxxxxxx
President
INTEGRATED SYSTEMS CONSULTING GROUP, INC.
By: /s/ Xxxxx X. Xxxxxxx
----------------------------------------------------
Xxxxx X. Xxxxxxx
Executive Vice President, Finance and Administration
