Exhibit 10.2
AMENDMENT TO TRANSITION SERVICES
AND EMPLOYMENT AGREEMENT
This AMENDMENT TO TRANSITION SERVICES AND EMPLOYMENT AGREEMENT ("the
Amendment"), dated as of June 8, 2001, is entered into by and between PLM
International, Inc., a Delaware corporation ("Company"), and Xxxxxxx X. Xxxxx,
an employee of Company, ("Employee").
WHEREAS, the Company and Employee are parties to that certain Transition
Services and Employment Agreement ("the Agreement"), dated January 5, 2001; and
WHEREAS, the Company and Employee wish to amend the Agreement as set forth
herein.
NOW, THEREFORE, in consideration of the foregoing premises and the
representations, warranties and agreements contained herein and for other good
and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:
1. Effective Period.
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This section shall be amended to read as follows: This Agreement shall become
effective on the Trigger Date and shall continue in effect until June 10, 2001,
at which time Employee shall enter into a Consulting Agreement with Company in
the form attached to this Agreement as Exhibit A, the Engagement Letter.
2. Compensation.
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(c) Benefits. During the Effective Period (or such shorter period that
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Employee is employed by company hereunder) and for fourteen (14) months
thereafter, Company shall maintain in full force and effect, and Employee shall
be entitled to continue to participate in (at the same level as Employee (and
his family members) participated on September 30, 2000). The dental, health,
life insurance, disability and long-term care benefit plans and arrangements of
Company (other than incentive compensation plans and arrangements) in effect on
the date hereof in which Employee participated, all of which plans and
arrangements are described more fully on Schedule 3 (c) hereto, or such other
benefit plans and arrangements that would provide Employee with substantially
equivalent benefits thereunder.
3. Miscellaneous.
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(a) Governing Law. This Amendment shall be governed in all respects by the
laws of the State of California (without giving effect to the provisions thereof
relating to conflicts of law). The exclusive venue for the adjudication of any
dispute or proceeding arising out of this Amendment or the performance hereof
shall be the courts located in San Francisco County, California, and the parties
hereto each consents to and hereby submits to the jurisdiction of any state or
federal court located in San Francisco County, California.
(b) Counterparts; Facsimile Signature. This Amendment may be executed in
two or more counterparts which together shall constitute a single agreement.
Execution of this Agreement may be made by facsimile signature which, for all
purposes shall be deemed to be an original signature.
IN WITNESS WHEREOF, Company and Employee have caused this Amendment to the
Transition Services and Employment Agreement to be duly executed and delivered
as of the date first written above.
PLM INTERNATIONAL, INC.
By:__/ s / Xxxxxxx X. Bess________________
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Name: Xxxxxxx X. Xxxx
Title: President
EMPLOYEE:
By:__/ s / Xxxxxxx X. Brock_________________
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Name: Xxxxxxx X. Xxxxx
ACKNOWLEDGED, AGREED AND CONSENTED
TO AS OF THE DATE FIRST WRITTEN ABOVE:
MILPI ACQUISITION CORP.
By:__/ s / Xxxxx X. Coyne____________
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Name: Xxxxx X. Xxxxx
Title: Vice President
