|
Exhibit 10.4
S TANDSTILL
A GREEMENT
This Standstill Agreement
(this “ Agreement ”) is made as of
November 28, 2007, by and among Integrated Silicon Solution,
Inc., a Delaware corporation (“ Company
”), Trust A-4 - Lloyd I. Miller, an Ohio trust (“
Trust A-4 ”), Trust C - Lloyd I. Miller, an
Ohio trust (“ Trust C ” and collectively
with Trust A-4 referred to herein as the “ Trust
Entities ”), Milgrat I(OOOOO) (“ Milgrat
1 ”), an Ohio trust, Milgrat II(FF), an Ohio trust
(“ Milgrat 2 ”), Milgrat I(XXX), an Ohio
trust (“ Milgrat 3 ”), Milgrat I(ZZZZ),
an Ohio trust (“ Milgrat 4 ” and
collectively with Milgrat 1, Milgrat 2 and Milgrat 3 referred to
herein as the “ Milgrats ”), and Milfam
II L.P., a Georgia limited partnership (“ Milfam
II ” and collectively with the Milgrats referred to
herein as the “ Milfam Entities ”) and
Lloyd I. Miller, III (“ Miller ”). The
Milfam Entities and the Trust Entities are collectively referred to
herein as the “ Holders .” As of the date
hereof, the Trust Entities held an aggregate of 1,728,591 shares of
the Company’s common stock and the Milfam Entities held an
aggregate of 1,864,959 shares of the Company’s common
stock.
The Milfam Entities agree, on
each of their behalf, and on behalf of each of their
“affiliates” (as that term is defined in Rule 12b-2 of
the rules and regulations promulgated under the Exchange Act (as
defined below)) (an “ Affiliate ”) and
Miller agrees to use commercially reasonable efforts as the
investment advisor to the trustee of the Trust Entities to cause
the Trust Entities, on each of their behalf, and on behalf of each
of their Affiliates, to take or abstain from taking certain
actions, as described in this Agreement. Notwithstanding the
foregoing and anything to the contrary herein, that certain Trust
Agreement, entered into on July 16, 1990 by Lloyd A. Crider,
as grantor and Lloyd I. Miller, III and Martin G. Miller, as
co-trustees, shall not be deemed to be an Affiliate of the Holders
hereto.
1. Standstill . For a
period ( “ Restricted Period ”
) commencing with the effective date of this Agreement
pursuant to Section 2 and ending on the date that proxies for
the Company’s 2011 annual meeting of stockholders are first
solicited by the Company (or March 31, 2011, if earlier), the
Milfam Entities, on each of their behalf, and on behalf of each of
their Affiliates, and Miller agrees to use commercially reasonable
efforts as the investment advisor to the trustee of the Trust
Entities to cause the Trust Entities, on each of their behalf, and
on behalf of each of their Affiliates, to neither, without the
prior written consent of the Company:
(a) acquire, offer to
acquire, or agree to acquire, or encourage or suggest to any third
party that they acquire, offer to acquire, or agree to acquire,
directly or indirectly, by purchase or otherwise, any material
amount of asse
|