-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TOOzTgpAjD+CnbPXe5VCg2QYado0l9SIJLH3HZHAOoXONkNsnJzyNx2YHdZ+sKLe JnzNwozyeYygab5+HiEkeg== 0000950109-96-004149.txt : 19960702 0000950109-96-004149.hdr.sgml : 19960702 ACCESSION NUMBER: 0000950109-96-004149 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19960628 EFFECTIVENESS DATE: 19960717 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRATED CIRCUIT SYSTEMS INC CENTRAL INDEX KEY: 0000874689 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] IRS NUMBER: 232000174 STATE OF INCORPORATION: PA FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-07293 FILM NUMBER: 96589054 BUSINESS ADDRESS: STREET 1: 2435 BLVD OF THE GENERALS CITY: NORRISTOWN STATE: PA ZIP: 19403 BUSINESS PHONE: 6106305300 MAIL ADDRESS: STREET 1: 2435 BLVD OF THE GENERALS CITY: NORRISTOWN STATE: PA ZIP: 19403 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on June __, 1996 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 CONSULTING AGREEMENT WITH RUDOLF GASSNER (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) ----------------------- Copies to: DAVID R. KING, ESQ. Morgan, Lewis & Bockius LLP 2000 One Logan Square Philadelphia, PA 19103-6993 (215) 963-5692 ---------------------- CALCULATION OF REGISTRATION FEE
=========================================================================================================================== Title of securities Amount to be Proposed maximum Proposed maximum Amount of to be registered registered offering price per share aggregate offering price registration fee - --------------------------------------------------------------------------------------------------------------------------- Common Stock, 600,000 $ (3) $6,959,062.50 $2,399.68 no par value/(1)/ - --------------------------------------------------------------------------------------------------------------------------- Common Stock, 18,000 $14.375 $258,750.00 $89.23 no par value/(2)/ - --------------------------------------------------------------------------------------------------------------------------- Total..................................................................................... $2,488.91 ===========================================================================================================================
(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 pursuant to a Consulting Agreement dated November 21, 1995 between the Registrant and Rudolf Gassner. (3) Calculated pursuant to Rule 457(h) under the Securities Act of 1933, based upon the price at which options may be exercised (120,000 shares at $11.375 and 165,000 shares at $13.50) 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 $10.6875 per share on June 24, 1996. ================================================================================ 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 30, 1995 filed on September 20, 1995. (b) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1995. (c) Amendment No. 1 to the Registrant's Quarterly Report on Form 10-Q for the quarterly period ended September 30, 1995. (d) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended December 30, 1995. (e) The Registrant's Quarterly Report on Form 10-Q for the quarterly period ended March 30, 1996. (f) The Registrant's Current Report on Form 8-K filed April 12, 1995, as amended by Form 8-K/A-1 filed on June 13, 1995. (g) 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 deregisters 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. Item 4. Description of Securities. ------------------------- Not applicable. 1 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 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. 2 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. Exhibit Number Exhibit - ------ ------- 5.1 -- Opinion of Morgan, Lewis & Bockius LLP. 23.1 -- Consent of Morgan, Lewis & Bockius LLP (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 21, 1995. 99.2 -- Consulting Agreement dated November 21, 1995 between the Registrant and Rudolf Gassner. 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) 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. 3 (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 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 25th day of June, 1996. 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.
Name Title Date ---------- --------- -------- /s/ David W. Sear Director, President and Chief June 25, 1996 - --------------------------- Executive Officer (Principal David W. Sear Executive Officer) /s/ Hock E. Tan Senior Vice President, Chief June 25, 1996 - --------------------------- Financial Officer and Secretary Hock E. Tan (Principal Financial and Accounting Officer) /s/ Henry I. Boreen Director, Chairman of the Board June 25, 1996 - --------------------------- Henry I. Boreen /s/ Edward H. Arnold Director June 25, 1996 - --------------------------- Edward H. Arnold /s/ Rudolf Gassner Director June 25, 1996 - --------------------------- Rudolf Gassner /s/ Howard L. Morgan, Ph.D. Director June 25, 1996 - --------------------------- Howard L. Morgan, Ph.D. /s/ John L. Pickitt Director June 25, 1996 - --------------------------- John L. Pickitt /s/ Stavro E. Prodromou, Ph.D. Director June 25, 1996 - ------------------------------ Stavro E. Prodromou, Ph.D.
5 INTEGRATED CIRCUIT SYSTEMS, INC. REGISTRATION STATEMENT ON FORM S-8 EXHIBIT INDEX ------------- Exhibit Number Exhibit - ------ ------- 5.1 -- Opinion of Morgan, Lewis & Bockius LLP. 23.1 -- Consent of Morgan, Lewis & Bockius LLP (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 21, 1995. 99.2 -- Consulting Agreement dated November 21, 1995 between the Registrant and Rudolf Gassner. EX-5.1 2 OPINION OF MORGAN, LEWIS & BOCKIUS LLP Morgan, Lewis & Bockius LLP Counselors at Law 2000 One Logan Square Philadelphia, PA 19103-6993 June 28, 1996 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 and the Consulting Agreement dated November ------------------------------------------------------------------ 21, 1995 - ----------- Ladies and Gentlemen: We 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 up to 618,000 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") and a Consulting Agreement, dated November 21, 1995, between the Company and Rudolf Gassner (the "Consulting Agreement"). We have examined such records, documents, statutes and decisions as we have deemed relevant in rendering this opinion. In our examination we have assumed the genuineness of documents submitted to us as originals and the conformity with the original of all documents submitted to us as copies thereof. In our 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 and the Consulting Agreement will be, when issued in accordance with the terms of such options and the Plan or the Consulting Agreement, as the case may be, validly issued, fully paid and nonassessable shares of Common Stock. The opinions set forth above are limited to the Pennsylvania Business Corporation Law of 1988, as amended. We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving such opinion, we do not thereby admit that we are 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/ Morgan, Lewis & Bockius LLP EX-23.2 3 CONSENT OF KPMG PEAT MARWICK LLP Consent of Independent Auditors The Board of Directors Integrated Circuit Systems, Inc.: We consent to the use of our reports dated August 4, 1995, relating to the consolidated balance sheets of Integrated Circuit Systems, Inc. and subsidiaries as of June 30, 1995 and 1994 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 30, 1995, incorporated by reference in this registration statement on Form S-8, which reports are included in the June 30, 1995 Annual Report on Form 10-K of Integrated Circuit Systems, Inc. KPMG Peat Marwick LLP Philadelphia, Pennsylvania June 25, 1996 EX-99.1 4 1992 STOCK PLAN EXHIBIT A INTEGRATED CIRCUIT SYSTEMS, INC. -------------------------------- 1992 STOCK OPTION PLAN (As Amended as of November 21, 1995) 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 Stock Option Committee of two or more directors of the Company who are "disinterested administrators" 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 "Non-Employee Director" means a member of the Board who is not an Employee of the Company or any Subsidiary and is not compensated for such employment by a regular salary. 2.10 "Subsidiary" means any corporation owned, in whole or in part, by the Company. 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 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 3,300,000. 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 adjusted for stock splits, stock dividends or other similar changes affecting the Common Stock. 5. Designation of Optionees. ------------------------- 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 "nonstatutory 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 nonstatutory 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 on the date of grant, 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 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. 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 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 the event of any change in the outstanding Common ------------ Stock of the Company by reason of a stock split, stock dividend, stock combination or reclassification, recapitalization or merger, or similar event, the Committee may adjust appropriately the number of shares available for or subject to outstanding options and share prices related to outstanding options and make such other revisions to outstanding options necessary to effect such change. 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 nonstatutory 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 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 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 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. 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 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. EX-99.2 5 CONSULTING AGREEMENT 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: One (1) Year 3. Project Coordinator: David Sear 4. Compensation: ICS agrees to pay consultant as follows for the successful completion of the required services: Grant of stock option to purchase eighteen thousand shares of the common stock of Integrated Circuit Systems, Inc., at an exercise price of $14.375 per share. Such option to vest in four annual installments of 4500 shares each, beginning November 21, 1996. Such option will expire November 21, 2000. 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 Rudolph Gassner ----------- ----------------------- By:_____________________________________ By:_______________________________ Typed Name: David Sear Typed Name: Rudolph Gassner ----------------------------- ----------------------- Title: President and CEO Title: self ---------------------------------- ---------------------------- Address: 2435 Blvd. of the Generals Address: 523 Bridgeview Drive -------------------------------- -------------------------- Norristown, PA Lemoyne, PA 17043 ---------------------------------------- ---------------------------------- Date: November 22,1995 Date: November 22, 1995 ----------------------------------- ---------------------------------- 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 Date: ________________________________________________________________________________ ________________________________ 7/12/95 ICSI1211.AEA 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 ------------------------------------ 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 ---------- 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. ------------- 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 :_____________________ ____________________________________________________ -----END PRIVACY-ENHANCED MESSAGE-----