AMENDMENT NO. 1
TO DIGNITY PARTNERS, INC.
STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
A. All references to "Dignity Partners, Inc." contained in the Dignity
Partners, Inc. Stock Option Plan for Non-Employee Directors (the
"Plan"), including references on the cover page, table of contents,
page one and Section 1 of the Plan, are hereby amended to refer to
"Point West Capital Corporation,"
B. Section 2 of the Plan is amended to delete therefrom the definition of
"Committee" and the definition of "Rule l6b-3."
C. The first sentence of Section 3(a) of the Plan is amended and restated
to read in its entirety as follows:
Subject to Sections 3(b) and 7, the number of Common Shares
issued or transferred upon exercise of Option Rights, plus the
number of Common Shares covered by outstanding Option Rights
shall not in the aggregate exceed 150,000 Common Shares, which
may be Common Shares of original issuance or Common Shares
held in treasury or a combination thereof.
D. Section 6(f) of the Plan is amended and restated to read in its entirety as
follows:
Except as set forth below, no Option Right shall be
transferable other than by will or the laws of descent and
distribution and each Option Right may be exercised, during an
Optionee's lifetime, only by the Optionee or, in the event of
the Optionee's incapacity, including incapacity arising from a
Disability, by the Optionee's guardian or legal representative
acting in a fiduciary capacity. Notwithstanding the foregoing,
(i) an Optionee may transfer part or all of an Option Right to
one or more persons, each of whom is a "family member" of the
Optionee (within the meaning of General Instruction A(5) of
Form S-8) provided that (A) the Optionee, at the time or
within 12 months prior to the time of the notice referred to
in clause (C) below, is or was serving as a Director of the
Corporation, (B) each such transfer is without value through a
gift or a domestic relations order, (C) the Optionee provides
to the Corporation at least 15 days prior written notice of
each such transfer, and (D) the Optionee and each such family
member provides to the Corporation prior to each such transfer
any additional information and documentation as the
Corporation may request to confirm that the provisions of this
clause (i) are
satisfied and that Form S-8 will be available to the
Corporation with respect to any exercise(s) of the Option
Right by each such family member transferee, and (ii)
thereafter, such family member transferee may exercise such
Option Right. No transferee of an Option Right may transfer
such Option Right to any other person.
E. All references to "the Committee" contained in Section 7 of' the Plan
are hereafter amended to read "the Board."
F. The first sentence of Section 9 of the Plan is amended and restated to
read in its entirety as follows:
This Plan shall be administered by the Board.
G. All references to "the Committee" contained in Section 9 of the Plan
are hereafter amended to read "the Board."
H. Section 10 of the Plan is hereby amended and restated to read in its
entirety as follows:
10. Amendments. This Plan may be terminated, and from time to time
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amended by the Board; provided, however, that except as
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provided in Section 7, no such amendment shall increase the
number of Common Shares specified in Section 3(a) without
further approval of the stockholders of the Corporation. No
amendment or termination of the Plan shall adversely affect
any outstanding Option Right without the consent of the
Optionee.
I. Section 12 of the Plan is hereby amended to delete therefrom subsection
4(c).
J. Section 13(c) of the Plan is hereby amended and restated to read in its
entirety as follows:
(c) There is a report filed on Schedule 13D or Schedule TO (or any
successor schedule, form or report), each as promulgated
pursuant to the Exchange Act disclosing that any person (as
the term "person" is used in Section 13(d)(3) or Section
14(d)(2) of the Exchange Act) (other than any of Bradley N.
Rotter, Alan B. Perper or John Ward Rotter or any of their
respective family members or affiliates) has or intends to
become the beneficial owner (as the term "beneficial owner" is
defined under Rule 13d-3 or any successor rule or regulation
promulgated under the Exchange Act) of securities representing
20% or more of the combined voting power of the
then-outstanding Voting Stock, including, without limitation,
pursuant to a tender offer or exchange offer;