Common use of Coordinating Committee Clause in Contracts

Coordinating Committee. Chrysler and Ally hereby create a committee to be responsible for considerations around joint policies and programs and coordination of joint activities between them and to serve as the initial arbiter of disputes that cannot be resolved between the parties at the operating level (“Coordinating Committee” or “Committee”). (a) The total membership of the Coordinating Committee will be between six and ten, as agreed from time to time by the Committee. (i) Each of Chrysler and Ally will designate an equal number of Committee members, and each may designate up to five ad hoc members. (ii) Members and ad hoc members will be employees of Chrysler (or an affiliate of Chrysler) and Ally, respectively, with a reasonable degree of decision-making authority in order to facilitate prompt and efficient resolution of matters before the Committee, unless the Committee agrees otherwise. (iii) Each of Chrysler and Ally will designate one of their Committee members to be the lead member, who will be the principal point of contact and coordination outside of formal Committee meetings (“Lead Member”). (iv) Additional guests with applicable expertise may attend meetings by invitation of the Committee. (v) Schedule I lists the initial members, initial Lead Members, and other initial member designations by Chrysler and Ally to the Committee. (b) The Committee will appoint one of its members as the Committee Chair for purposes of coordinating meeting discussions, and the position of Chair will rotate between members designated by Chrysler and members designated by Ally each May 1, unless otherwise agreed by the Committee. (c) The Committee will appoint one of its members as Secretary of the Coordinating Committee and the position of Chair will rotate between members designated by Chrysler and members designated by Ally each May 1, unless otherwise agreed by the Committee. (i) If a Chrysler member is the Committee Chair, then the Secretary will be an Ally member, and if an Ally member is the Committee Chair, then the Secretary will be a Chrysler member. (ii) The Secretary will, among other things: (A) Work with the Lead Members to prepare an agenda for each meeting; (B) Prepare minutes of meetings, which will be circulated to the Lead Members for approval in advance of being finalized and distributed to the Committee and ad hoc members; and (C) Establish an annual calendar of regular meetings. (d) The Committee will hold regular meetings on a monthly basis. (i) Each Lead Member may call a special meeting of the Committee, as deemed appropriate. (ii) Attendance at any meeting may be by telephone. (iii) At least two members from each of Chrysler and Ally are necessary for a quorum at any regular or special Committee meeting. (iv) If the person then designated as Chair or Secretary is not present at any meeting, replacement(s) may be established for purposes of that meeting. (e) Committee decisions will be by consensus; i.e., Chrysler members collectively have one “vote” and Ally members collectively have one “vote”, with consensus required for action to be taken. (f) The Committee will conduct an ongoing review of the parties’ joint and independent efforts under this Agreement.

Coordinating Committee. Chrysler and Ally hereby create a committee to be responsible for considerations around joint policies and programs and coordination of joint activities between them and to serve as the initial arbiter of disputes that cannot be resolved between the parties at the operating level (“Coordinating Committee” or “Committee”). (a) The total membership of the Coordinating Committee will be between six and ten, as agreed from time to time by the Committee. (i) Each of Chrysler and Ally will designate an equal number of Committee members, and each may designate up to five ad hoc members. (ii) Members and ad hoc members will be employees of Chrysler (or an affiliate of Chrysler) and Ally, respectively, with a reasonable degree of decision-making authority in order to facilitate prompt and efficient resolution of matters before the Committee, unless the Committee agrees otherwise.. CONFIDENTIAL TREATMENT [***] Indicates that text has been omitted which is the subject of a confidential treatment request. This text has been separately filed with the Securities and Exchange Commission (iii) Each of Chrysler and Ally will designate one of their Committee members to be the lead member, who will be the principal point of contact and coordination outside of formal Committee meetings (“Lead Member”). (iv) Additional guests with applicable expertise may attend meetings by invitation of the Committee. (v) Schedule I lists the initial members, initial Lead Members, and other initial member designations by Chrysler and Ally to the Committee. (b) The Committee will appoint one of its members as the Committee Chair for purposes of coordinating meeting discussions, and the position of Chair will rotate between members designated by Chrysler and members designated by Ally each May 1, unless otherwise agreed by the Committee. (c) The Committee will appoint one of its members as Secretary of the Coordinating Committee and the position of Chair will rotate between members designated by Chrysler and members designated by Ally each May 1, unless otherwise agreed by the Committee. (i) If a Chrysler member is the Committee Chair, then the Secretary will be an Ally member, and if an Ally member is the Committee Chair, then the Secretary will be a Chrysler member. (ii) The Secretary will, among other things: (A) Work with the Lead Members to prepare an agenda for each meeting; (B) Prepare minutes of meetings, which will be circulated to the Lead Members for approval in advance of being finalized and distributed to the Committee and ad hoc members; and (C) Establish an annual calendar of regular meetings. (d) The Committee will hold regular meetings on a monthly basis. (i) Each Lead Member may call a special meeting of the Committee, as deemed appropriate. (ii) Attendance at any meeting may be by telephone. (iii) At least two members from each of Chrysler and Ally are necessary for a quorum at any regular or special Committee meeting. (iv) If the person then designated as Chair or Secretary is not present at any meeting, replacement(s) may be established for purposes of that meeting. (e) Committee decisions will be by consensus; i.e., Chrysler members collectively have one “vote” and Ally members collectively have one “vote”, with consensus required for action to be taken. (f) The Committee will conduct an ongoing review of the parties’ joint and independent efforts under this Agreement.