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Satnews Daily
October 10th, 2010

Integral Systems... Moving On Up...


[SatNews] Integral Systems, Inc. (Nasdaq:ISYS) and Vintage Partners, L.P., Vintage Partners GP, LLC, Vintage Capital Management, LLC and Brian R. Kahn (the "Vintage Group") announced they have reached an agreement resulting in the appointment of two new directors to the Integral Systems' Board of Directors.

Pursuant to the terms of the agreement, Integral Systems has temporarily increased the size of the Board of Directors to 11 directors and appointed Mr. Brian R. Kahn and Mr. Melvin L. Keating as new Class I directors to the Board of Directors, each having an initial term continuing until the Company's 2011 annual meeting of stockholders. The agreement provides that the Company will call and convene the 2011 annual meeting of stockholders no later than February 28, 2011. In addition, immediately prior to the 2011 annual meeting of stockholders, the number of directors will be reduced to nine. Mr. Kahn and Mr. Keating will also be included in the Company's proxy statement as candidates for election at the Company's 2011 annual meeting of stockholders. In connection with the agreement, Ms. Bonnie K. Wachtel has moved from a Class I director to a Class II director, having a term continuing until the Company's 2012 annual meeting of stockholders. Mr. Keating will join the Company's audit and compensation committees, and Mr. Kahn will join the Company's nominating, strategic growth and special litigation committees.

As part of the agreement, the Company and the Vintage Group have agreed to certain standstill provisions that will remain in effect until immediately prior to the Company's 2012 annual meeting of stockholders. The standstill provisions generally permit the Vintage Group to increase its ownership to 25 percent of the Company's then outstanding common stock (subject to certain limitations with respect to voting shares in excess of 20 percent) and do not restrict the Vintage Group from making nominations of directors and soliciting proxies for the 2012 annual meeting of stockholders. For additional information about the agreement, please see the Current Report on Form 8-K, filed by Integral Systems with the Securities and Exchange Commission on October 8, 2010.