Common use of Nomination and Appointment Clause in Contracts

Nomination and Appointment. The officers of the Company shall consist of a President, a CFO, a Secretary, and such other officers as determined by the Board by Majority Consent. Subject to the selection process set forth in this Section 6.2 with respect to the President, the CFO, and the Secretary, all officers shall be appointed by the Board by Majority Consent. The initial President, and each subsequent President, shall be nominated by the Representatives appointed by Navistar. The initial CFO and Secretary, and each subsequent CFO and Secretary, shall be nominated by the Representatives appointed by Caterpillar. Each nominee for President, CFO and Secretary may be (a) an employee of Navistar, Caterpillar, or the Company, or (b) any other person. The appointment of a nominee to any officer position of the Company (including any nominee for President, CFO or Secretary) shall be subject to the Majority Consent of the Board, it being understood that each Representative may withhold his approval in his discretion for the appointment of such nominee. Except as otherwise determined by the Board by Majority Consent, each of the President, the CFO and the Secretary shall serve in such office for a term of three (3) years, or until his or her earlier death, disability, resignation, or, upon the request of the Member nominating such officer, removal by the Board by Majority Consent (it being understood that each Representative may withhold his approval in his discretion for the removal of such officer). At the end of the three (3) year term of service of each of the President, CFO and Secretary, the Member’s Representatives responsible for selecting the nominee for such office shall designate as the nominee for such office, in their discretion, either the individual who then holds such office or another individual. If any individual’s term of service as an officer expires prior to the approval of the reinstatement of such individual to such office or the replacement of such individual with another individual for such office, in each case, by the Board by Majority Consent, all management vested in such office pursuant to this Agreement or otherwise by the Board shall be vested in the Board until such reinstatement or replacement is approved by the Board by Majority Consent.