AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is
made as of November 17, 1998, by and between PLM International, Inc., a Delaware
corporation ("Employer"), and Xxxxx X. Xxxxx ("Employee").
WHEREAS, Employer and Employee are parties to an Employment
Agreement ("Agreement") dated as of November 19, 1997, as authorized and
ratified by the Board of Directors of Employer on May 12, 1998;
WHEREAS, the Board of Directors of Employer has determined
that Employee will not be protected by the Change in Control provisions of the
Agreement in the event that Steel Partners, L.L. C. acquires greater than 15% of
the combined voting power of the securities of the Employer because Steel
Partners, L.L.C. owned greater than 5% of the securities of the Employer at the
time the Agreement was entered into;
WHEREAS, the Board of Directors of Employer intended, at the
time the Agreement was entered into, for Employee to have such protection;
WHEREAS, the Board of Directors of Employer deems it to be in
the best interests of the shareholders of the Employer to amend the Agreement in
order to provide the protection that was intended and in order to maintain a
continuity of management, and retain an experienced, successful and proven
management team;
NOW, THEREFORE, for and in consideration of the premises and
mutual covenants herein contained, Employer and Employee hereby agree as
follows:
1. Change In Control. The definition of "Change in Control" is hereby
amended by deleting and replacing in its entirety Paragraph (ii) of Section 11
as follows:
"(ii) any Person, who does not have Beneficial Ownership of
securities of the Employer representing 15% or more of the combined voting power
of the outstanding securities of the Employer on the date hereof, acquiring
Beneficial Ownership of more than 15% of the combined voting power of the
securities of the Employer then outstanding; or"
2. Express Amendment. Except as specifically amended herein, all other
terms and conditions of the Agreement, including the other portions of the
definition of "Change in Control", shall remain in full force and effect. No
provision of this Amendment shall be construed to limit any right or obligation
of either party under the Agreement.
3. Counterparts. This Amendment may be signed in any number of
counterparts with the same effect as if the signatures to each such counterpart
were upon a single instrument. All counterparts shall be deemed an original of
this Amendment.
IN WITNESS WHEREOF, the parties hereto have caused this
Amendment to be executed as of the date first written above.
EMPLOYER: EMPLOYEE:
PLM INTERNATIONAL, INC.
By: /s/Xxxxxx X. Xxxxxxx /s/Xxxxx X. Xxxxx
Xxxxxx X. Xxxxxxx Xxxxx X. Xxxxx
Its: President and Chief Executive Officer
