Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On February 6, 2009, the Board of Directors of Integrated Silicon Solution, Inc. ("ISSI") and the Compensation Committee of the Board (the "Compensation Committee") approved a severance program for all ISSI employees (the "Severance Program"). Prior to this action, none of ISSI's executives or employees had any severance arrangements except as required by law in China, Taiwan and certain other non-U.S. countries. The Severance Program covers all of the Company's employees and provides for a severance amount to be paid in a lump sum in the event the employee is terminated without "cause" (as defined in the program) or resigns for "good reason" (as defined in the program) within one year following a "change of control" (as defined in the program) of ISSI (a "Triggering Event"). The severance amount is equal to one year of base salary and benefits for executive officers, six months of base salary and benefits for non-officer vice presidents and one month of salary plus two weeks of salary for each year of service and benefits for all other employees. The Severance Program also provides for full acceleration of an employee's equity awards upon the occurrence of a Triggering Event as to such employee. In addition, immediately prior to a "change of control" (as defined in the program), each participant in the ISSI executive bonus program will receive a pro-rata bonus payment for the portion of the fiscal year ending on the date of the change of control in an amount determined by the Compensation Committee. Prior to the adoption of the Severance Program, a substantial number of ISSI's employees were and will continue to be eligible to receive severance payments as required by statute in China, Taiwan and certain other non-U.S. countries and any payment to an employee under the Severance Program will be offset by the amount any such employee receives under a statutory severance program.

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