MAJORITY OF THE DIRECTORS PRESENT AT A MEETING AT WHICH A QUORUM EXISTS.
5.5
GENERAL MANUFACTURING MANAGER.
(A)
APPOINTMENT.
THE INITIAL GENERAL MANUFACTURING MANAGER ("MANUFACTURING
MANAGER") AND SUBSEQUENT MANUFACTURING MANAGERS WILL BE APPOINTED BY MONACO,
SUBJECT TO THE PRIOR WRITTEN CONSENT OF INTERNATIONAL, NOT TO BE UNREASONABLY
WITHHELD OR DELAYED; PROVIDED, HOWEVER, THAT PRIOR TO ANY SUCH APPOINTMENT,
INTERNATIONAL SHALL HAVE HAD REASONABLE OPPORTUNITY TO (I) INTERVIEW THE
CANDIDATE AND (II) CONSULT WITH MONACO FOR A REASONABLE PERIOD BOTH BEFORE AND
AFTER SUCH INTERVIEW REGARDING THE CANDIDATE AND THE APPOINTMENT PROCESS.
THE
MANUFACTURING MANAGER MAY BE AN OFFICER OR EMPLOYEE OF A MEMBER OR ITS
AFFILIATE.
(B)
TERM.
THE MANUFACTURING MANAGER WILL HOLD OFFICE UNTIL HIS RESIGNATION,
REMOVAL OR DEATH.
THE BOARD OF DIRECTORS MAY REMOVE THE MANUFACTURING MANAGER
AT ANY TIME WITH OR WITHOUT CAUSE.
(C)
AUTHORITY.
SUBJECT TO (1) THE POWER AND AUTHORITY OF THE BOARD OF
DIRECTORS TO REVOKE OR MODIFY THE FOLLOWING OR TO DIRECT THE ACTIONS OF THE
MANUFACTURING MANAGER AND (2) THE THEN-CURRENT BUSINESS PLAN, THE MANUFACTURING
MANAGER HAS RESPONSIBILITY AND AUTHORITY FOR:
(I)
OPERATING AND MANAGING THE DAY-TO-DAY BUSINESS AND AFFAIRS OF THE
COMPANY IN A MANNER CONSISTENT WITH THE BUSINESS PLAN AND THEN-CURRENT BUDGETS;
(II)
HIRING AND REMOVAL OF COMPANY EMPLOYEES;
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(III)
PURCHASE OF SERVICES FROM THE MEMBERS UP TO AN ANNUAL AGGREGATE
OF $50,000 IN EXCESS OF THE THEN-CURRENT BUSINESS PLAN;
(IV)
PROPOSING REVISIONS TO THE BUSINESS PLAN OR BUDGET FOR SUBMISSION
TO THE BOARD OF DIRECTORS FOR CONSIDERATION;
(V)
IMPLEMENTING THE BUSINESS PLAN AND BUDGET AS APPROVED BY THE BOARD
OF DIRECTORS;
(VI)
APPOINTING AND REMOVAL OF THE COMPANY'S APPOINTEE TO THE
PURCHASING COMMITTEE;
(VII)
MAKING ANY NON-MATERIAL CHANGES TO OR TAKING ACTIONS THAT WOULD
CONSTITUTE A NON-MATERIAL DEVIATION FROM THE BUSINESS PLAN OR BUDGET; AND
(VIII)
EXECUTING CONTRACTS OR OTHER INSTRUMENTS ON BEHALF OF THE COMPANY
(SUBJECT TO THE RECEIPT OF ANY NECESSARY APPROVALS OF THE BOARD OF DIRECTORS).
The Manufacturing Manager shall keep the Board of Directors reasonably informed
of his actions.
5.6
EMPLOYEES.
ALL EMPLOYEES WILL BE LEASED TO THE COMPANY BY MONACO PURSUANT
TO THE SERVICES AGREEMENT.
SUBJECT TO THE BUSINESS PLAN, LEASED EMPLOYEES SHALL
INCLUDE, BUT NOT BE LIMITED TO, MATERIALS ADMINISTRATORS, PURCHASING/SCHEDULING
ADMINISTRATOR(S), FINANCE MANAGER(S), IE(S), DESIGN ENGINEER(S) AND
ADMINISTRATIVE AND SUPPORT PERSONNEL.
APPOINTMENT AND REMOVAL OF THE CHIEF
ACCOUNTING OFFICER AND HIS OR HER STAFF SHALL BE SUBJECT TO THE PRIOR APPROVAL
OF THE BOARD OF DIRECTORS.
OTHER THAN AS SET FORTH IN THE BUSINESS PLAN,
MATERIAL CHANGES TO STAFFING LEVELS SHALL REQUIRE APPROVAL BY THE BOARD OF
DIRECTORS.
5.7
BUSINESS PLAN.
(A)
INITIAL BUSINESS PLAN.
THE INITIAL BUSINESS PLAN ("BUSINESS PLAN") TO BE
AGREED UPON BY THE PARTIES HERETO SHALL COVER THE FIRST FIVE YEARS OF THE
COMPANY'S PROPOSED OPERATIONS.
THE BUSINESS PLAN WILL INCLUDE A BUDGET PREPARED
IN ACCORDANCE WITH SECTION 5.7(B).
THE MEMBERS INTEND THAT THE BUSINESS PLAN BE
REVIEWED OR MODIFIED, AS APPLICABLE, AT LEAST ANNUALLY.
AT LEAST 120 DAYS
BEFORE THE BEGINNING OF EACH FISCAL YEAR,