AMENDMENT TO
PLM INTERNATIONAL, INC.
1998 MANAGEMENT STOCK COMPENSATION PLAN
This Amendment to PLM International, Inc. 1998 Management Stock
Compensation 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 1998
Management Stock Compensation 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 employees pursuant to Awards 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, 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 to reduce the number of Common Shares that may be made subject to
Awards under the Plan, and to amend the Plan and all relevant Award 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. Directors' 1995 Stock Option Plan
(the "1995 Plan") in any one calendar year to no more than 5% of the Company's
outstanding Common Shares as of May 12, 1998;
WHEREAS, Section 17 of the Plan allows the Board to take action to
amend the Plan as described above without shareholder approval.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. SHARES SUBJECT TO THE PLAN. Section 3 of the Plan is hereby amended
by deleting the number "800,000" where it appears in the first and last
sentences of Section 3, and replacing it with the number "700,000".
2. 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 a Participant 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. Directors' 1995 Stock Option Plan (the "1995 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 Participant 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 1995 Plan during the
calendar year in which such option was exercised, and
(b) the Company shall pay to the Participant 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 the 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 Award Agreement entered into between the Company and a
Participant."
3. EXPRESS AMENDMENT. Except as specifically amended herein, the Plan
shall remain unchanged and continue in full force and effect.
IN WITNESS WHEREOF, the Company has caused this Amendment to be
executed as of the date first written above.
PLM INTERNATIONAL, INC.
By: ___________________________
Title: ___________________________
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