AMENDMENT TO TRANSITION SERVICES, EMPLOYMENT
AND CONSULTING AGREEMENT
This AMENDMENT TO TRANSITION SERVICES, EMPLOYMENT AND CONSULTING
AGREEMENT (this "Amendment"), dated as of April 2, 2001, is entered into by and
between PLM International, Inc. a Delaware corporation ("Company"), and Xxxxx X.
Xxxxx an employee of Company ("Employee").
WHEREAS, the Company and Employee are parties to that certain
Transition Services, Employment and Consulting 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. Services.
(a) Section 1(a) of the Agreement is hereby amended by
deleting the words "Closing Date (as defined in the Merger Agreement)"
and replacing them with "April 13, 2001".
(b) Section 1(b) of the Agreement is hereby amended by
deleting the words "Closing Date (as defined in the Merger Agreement)"
and replacing them with "April 13, 2001"
2. Miscellaneous.
(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
Transition Services, Employment and Consulting Agreement to be duly executed and
delivered as of the date first written above.
PLM INTERNATIONAL, INC.
By:/s/ Xxxxxxx X. Xxxx
------------------------
Name: Xxxxxxx X. Xxxx
Title: President
EMPLOYEE:
/s/ Xxxxx X. Xxxxx
------------------------
Xxxxx X. Xxxxx
ACKNOWLEDGED, AGREED AND CONSENTED
TO AS OF THE DATE FIRST WRITTEN ABOVE:
MILPI ACQUISITION CORP.
By: /s/ Xxxxx X. Xxxxx
---------------------------------------
Name: Xxxxx X. Xxxxx
Title: Vice President
