OR
NOT IN CONNECTION WITH DISCUSSIONS OF THE BOARD OF DIRECTORS RELATING TO THE
BUSINESS PLAN, BE THE BASIS FOR A BUSINESS DISPUTE.
IF THE DIRECTORS DO NOT
REACH A SOLUTION WITHIN TEN BUSINESS DAYS FROM THE DATE THE DIRECTORS RECEIVE
NOTICE OF SUCH BUSINESS DISPUTE AND THE FAILURE TO REACH A SOLUTION, IN A
MEMBER'S JUDGMENT, ADVERSELY AFFECTS THE COMPANY OR SUCH MEMBER'S INTEREST IN
THE COMPANY (OTHER THAN IMMATERIAL EFFECTS), THEN EITHER MEMBER MAY INITIATE THE
ESCALATION PROCEDURES UNDER THIS SECTION.
NO ACTION OF THE BOARD OF DIRECTORS
WHICH IS THE SUBJECT OF A BUSINESS DISPUTE SHALL BE EFFECTIVE UNTIL RESOLVED
PURSUANT TO THIS SECTION 5.8.
15
(B)
CONSIDERATION BY MANAGEMENT REPRESENTATIVES.
UPON THE INITIATIVE OF
EITHER MEMBER, IN ACCORDANCE WITH SECTION 5.8(A), THE BUSINESS DISPUTE WILL BE
REFERRED BY THE DIRECTORS TO THE VICE PRESIDENT AND GENERAL MANAGER, MEDIUM
TRUCK VEHICLE CENTER OF INTERNATIONAL AND THE PRESIDENT OF MONACO (THE
"DESIGNATED REPRESENTATIVES").
THE DESIGNATED REPRESENTATIVES WILL MEET,
CONSULT AND NEGOTIATE WITH EACH OTHER IN GOOD FAITH.
IF THEY ARE UNABLE TO
AGREE WITHIN TWENTY BUSINESS DAYS OF THE DATE OF SUCH REFERRAL, THEN THEY WILL
ADJOURN SUCH ATTEMPTS FOR A FURTHER PERIOD OF FIVE BUSINESS DAYS DURING WHICH NO
MEETING WILL BE HELD.
ON THE FIRST BUSINESS DAY FOLLOWING SUCH PERIOD, THE
DESIGNATED REPRESENTATIVES WILL MEET AGAIN IN AN EFFORT TO RESOLVE THE BUSINESS
DISPUTE.
IF THE DESIGNATED REPRESENTATIVES ARE UNABLE TO RESOLVE THE BUSINESS
DISPUTE WITHIN 48 HOURS AFTER THE TIME AT WHICH THEIR LAST MEETING OCCURRED,
THEN SECTION 5.8(C) WILL APPLY.
(C)
MEDIATION.
IF THE DESIGNATED MEMBERS ARE UNABLE TO RESOLVE THE BUSINESS
DISPUTE WITHIN THE 48 HOUR PERIOD SET FORTH IN SECTION 5.8(B), EITHER MEMBER MAY
PROVIDE THE OTHER MEMBER WITH A NOTICE FOR MEDIATION.
AFTER DELIVERY OF THAT
NOTICE, THE MEMBERS WILL ATTEMPT IN GOOD FAITH TO SETTLE THE MATTER BY MEDIATION
ADMINISTERED BY THE CPR INSTITUTE FOR DISPUTE RESOLUTION UNDER ITS CPR MEDIATION
PROCEDURE. IF WITHIN 60 DAYS AFTER RECEIPT OF THE NOTICE FOR MEDIATION, THE
MEDIATION DOES NOT RESULT IN RESOLUTION OF THE BUSINESS DISPUTE, THEN SECTION
7.1(A) WILL APPLY.
5.9
STANDARD OF CONDUCT.
(A)
GENERALLY.
(I)
A DIRECTOR AND EACH OFFICER, IN MANAGING THE BUSINESS OR AFFAIRS
OF THE COMPANY, WILL DISCHARGE HIS DUTIES:
A.
IN A MANNER HE BELIEVES IN GOOD FAITH TO BE IN THE BEST INTERESTS OF THE
COMPANY;
B.
IN A MANNER HE BELIEVES IN GOOD FAITH TO REPRESENT THE CARE AN ORDINARILY
PRUDENT PERSON IN A LIKE POSITION WOULD EXERCISE UNDER SIMILAR CIRCUMSTANCES;
C.
IN GOOD FAITH RELIANCE ON THE PROVISIONS OF THIS AGREEMENT;
D.
WITHOUT INTENTIONAL MISCONDUCT OR A KNOWING VIOLATION OF LAW; AND
E.
WITHOUT ENGAGING IN ANY TRANSACTION FOR WHICH HE RECEIVES A PERSONAL
BENEFIT (OR BENEFIT FOR THE MEMBER THAT APPOINTED HIM) IN VIOLATION OR BREACH OF
ANY PROVISION OF THIS AGREEMENT.
(II)
EXCEPT AS OTHERWISE SET FORTH HEREIN AND FOR THE IMPLIED
CONTRACTUAL COVENANT OF GOOD FAITH AND FAIR DEALING UNDER APPLICABLE DELAWARE
LAW, NO DIRECTOR OR OFFICER HAS