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 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
