AMENDMENT TO
PLM INTERNATIONAL, INC.
DIRECTORS' 1995 NONQUALIFIED STOCK OPTION PLAN
This Amendment to PLM International, Inc. Directors' 1995 Nonqualified
Stock Option Plan (the "Amendment") is made as of April 28, 1999, as authorized
and approved by the Board of Directors of PLM International, Inc. (the
"Company") on April 23, 1999. All capitalized terms used herein that are not
otherwise defined shall have the same meaning as set forth in the Directors'
1995 Nonqualified Stock Option Plan (the "Plan").
WHEREAS, the Company intends to list on the American Stock Exchange
(the "AMEX") those shares of common stock of the Company (the "Common Shares")
which would be issued to directors upon the exercise of options granted under
the Plan;
WHEREAS, in order to list such Common Shares the Company intends to
comply with Section 711(b)(ii) of the AMEX Company Guide which provides an
exception to the requirement that shares of stock issuable under an option plan
must be approved by a company's shareholders as a prerequisite to approval of
applications to list additional shares reserved for options granted or to be
granted to officers, directors or key employees;
WHEREAS, pursuant to Section 4 of the Plan, the Board is granted the
power to administer the Plan, to interpret the Plan and to make all
determinations deemed necessary or advisable for the administration of the Plan;
and
WHEREAS, on April 23, 1999, the Board determined and resolved that in
order for the Company to comply with the Section 711(b)(ii) of the AMEX Company
Guide, it is necessary and advisable to, and authorized the Company to, amend
the Plan and all relevant Option Agreements entered into pursuant to the Plan so
as to provide a mechanism for limiting the amount of Common Shares that can
purchased pursuant to the exercise of options under the Plan or the PLM
International, Inc. 1998 Management Stock Compensation Plan (the "1998 Plan") in
any one calendar year to no more than 5% of the Company's outstanding Common
Shares as of May 12, 1998.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. METHOD OF EXERCISE. Section 7(d) of the Plan (Method of Exercise) is
hereby amended by adding new language to the end of the paragraph which reads as
follows:
"Notwithstanding anything in the Plan to the contrary, in the
event an optionee seeks to exercise options under the Plan, and after
giving effect to such exercise, the number of Common Shares purchased
pursuant to the exercise of options granted under the Plan and the PLM
International, Inc. 1998 Management Stock Compensation Plan (the "1998
Plan") during the calendar year in which such option was exercised
would exceed 416,880 Common Shares (the "Annual Maximum"), then
(a) the Company shall sell to the option holder at the
exercise price specified in such option (the
"Exercise Price") only that number of Common Shares
which equals the amount, if any, by which (i) the
Annual Maximum exceeds (ii) the number of Common
Shares purchased pursuant to the exercise of options
granted under the Plan and the 1998 Plan during the
calendar year in which such option was exercised, and
(b) the Company shall pay to the option holder an amount
of cash equal to the number of Common Shares as to
which exercise was sought but which were not
purchasable as a result of the limitation set forth
in clause (a) above multiplied by the excess of (i)
the market price of Common Shares at close of
business on the day prior to the date of such
exercise over (ii) the Exercise Price,
whereupon such option shall cease to be exercisable as to all Common
Shares as to which exercise was sought. This provision shall be set
forth in any Option Agreement entered into between the Company and the
optionee."
2. EXPRESS AMENDMENT. Except as specifically amended herein, the Plan
shall remain unchanged and continue in full force and effect.
IN WITNESS WHEREOF, at the direction of the Board of Directors, the
Company has caused this Amendment to be executed as of the date first written
above.
PLM INTERNATIONAL, INC.
By: ___________________________
Title: ___________________________