[Redacted Text] [Redacted Text] Dear [Redacted Text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted Text] ("Applicant"), in connection with [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the [Redacted Text] This Agreement is conditional and depends upon Applicant (1) establishing that [Redacted Text] is eligible for leniency as [Redacted Text] represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that [Redacted Text] is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that [Redacted Text] has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work-product privilege. Applicant represents that [Redacted Text] is fully familiar with the Antitrust Division's Leniency Policy for Individuals dated August 10, 1994 (attached), which is incorporated reference herein. [Footnote 1] [Footnote 1] For a further explanation of the Antitrust Division's Leniency Policy for Individuals and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at [Redacted Text] ATR/FOIA-676 AGREEMENT l. Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting [Redacted Text] a criminal violation of Section 1 of the Sherman Act in the [Redacted Text] ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that [Redacted Text] is eligible to receive leniency in that, in connection with the anticompetitive activity being reported [Redacted Text] did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the activity. Applicant agrees that [Redacted Text] bears the burden of proving [Redacted Text] eligibility to receive leniency, including the accuracy of the representations made in this paragraph, and that [Redacted Text] fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement. 2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to following: (a) producing in the United States all documents and records, including personal documents and records, and other materials in [Redacted Text] possession, custody; or control, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by attorneys and agents of the United States; (b) making [Redacted Text] available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.); (d) otherwise voluntary providing the United States with any materials or information, not requested in (a) -(c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, that [Redacted Text] may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § l621), making false statements or declarations in grand jury or court proceedings (18 U.S.C § 1623) contempt (18 U.S.C. -2- ATR/FOIA-677 §§ 401-402), and obstruction of justice (18 U.S.C. § 1503 et seq.), in connection with the anticompetitive activity being reported. 3. Individual Leniency: Subject to verification of Applicant's representations in paragraph 1 above, and subject to Applicant's full continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into the Individual Leniency Program, as explained in the attached Leniency Policy for Individuals. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense [Redacted Text] may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (l) contrary to [Redacted Text] representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void and the Antitrust Division may revoke the conditional acceptance of Applicant into the Individual Leniency Program. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Individual Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Individual Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, Or other information provided by Applicant to the Division at any time pursuant to this Agreement. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion and [Redacted Text] agrees that[Redacted Text] may not, and will not, seek judicial review of any Division decision to revoke [Redacted Text] conditional leniency unless and until [Redacted Text] has been charged by indictment or information for engaging in the anticompetitive activity being reported. 4. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant. The signatories below acknowledge acceptance of the foregoing terms and conditions. -3- ATR/FOIA-678 Sincerely, [Redacted Text] -4- ATR/FOIA-679 [Redacted Text] Re: [Redacted Text] Dear [Redacted Text]: This letter confirms that[Redacted Text] has met all of the conditions of the Antitrust Division's Corporate Leniency Policy and the Conditional Leniency Agreement between[Redacted Text] and the Antitrust Division dated [Redacted Text] regarding the [Redacted Text]. Therefore, [Redacted Text] leniency application is hereby granted. Sincerely, [Redacted Text] ATR/FOIA-680 [Redacted Text] [Redacted Text] Dear [Redacted Text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted Text] ("Applicant"), in connection with [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the [Redacted Text] This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in Paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by Paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work-product privilege. Applicant represents that it is fully familiar with the Antitrust Division's Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference herein. [Footnote 1] AGREEMENT 1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act [Footnote 1] For a fu1ther explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division' s Leniency Program and Model Leniency Letters (November 19, 2008), available at [Redacted Text] ATR/FOIA-681 in the [Redacted Text] ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the anticompetitive activity being reported and was not the leader in, or the originator of, the activity. Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including the accuracy of the representations made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as explained in Paragraph 3 of this Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant. 2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents, information, or other materials in its possession, custody, or control, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced; (c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current directors, officers, and employees of Applicant, and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current directors, officers, and employees to appear for such interviews or testimony in connection with ATR/FOIA-682 the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Division; (e) using its best efforts to ensure that current directors, officers, and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly, and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current directors, officers, and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which Applicant was a participant. However, Applicant is not required to pay restitution to victims whose antitrust injuries are independent of any effects on United States domestic commerce proximately caused by the anticompetitive activity being reported. 3. Corporate Leniency: Subject to verification of Applicant's representations in Paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in Paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part B of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to its representations in Paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by Paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without limitation. ATR/FOIA-683 Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current directors, officers, or employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported. 4. Non-Prosecution Protection For Corporate Directors, Officers, And Employees: Subject to verification of Applicant's representations in Paragraph 1 above, and subject to Applicant's full, continuing, and complete cooperation as described in Paragraph 2 above, the Antitrust Division agrees that current directors, officers, and employees of Applicant who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the Division in its investigation of, the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at Applicant prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.); (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a)-(c) of this paragraph and not-privileged under the attorney-client privilege or work­product privilege, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, ATR/FOIA-684 truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings [Redacted Text] (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402), and obstruction of justice (18 U.S.C. § 1503 et seq.), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current director, officer, or employee of Applicant fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity, or non-prosecution (hereinafter "conditional non­prosecution protection”) granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any current director, officer, or employee of Applicant who the Division determines caused Applicant to be ineligible for leniency under Paragraph 1 of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity, or who obstructed or attempted to obstruct an investigation of the anticompetitive activity being reported at any time, whether the obstruction occurred before or after the date of this Agreement. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional non­prosecution protection, the Division will notify counsel for such individual and Applicant's counsel in writing of the recommendation of Division staff to revoke the conditional non-prosecution protection granted to the individual under this Agreement and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should any conditional non-prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally, without limitation, and may use against such individual in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current directors, officers, or employees, including such individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual under this Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant. ATR/FOIA-685 6. Authority And Capacity: The Antitrust Division and Applicant represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely, [Redacted Text] ATR/FOIA-686 [Redacted Text] [Redacted Text] Dear [Redacted Text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted Text] "Applicant"), in connection with [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act U.S.C. § 1, involving [Redacted Text] This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work· product privilege. Applicant represents that it is fully familiar with the Antitrust Division's Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference herein; [Footnote 1] [Footnote 1] For a further explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at -1- ATR/FOIA-687 AGREEMENT 1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act involving [Redacted Text] ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the anticompetitive activity being reported and was not the leader in, or the originator of, the activity. Applicant agrees that it bears the burden of proving its eligibility to receive leniency; including the accuracy of the representations made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as in paragraph 3 of this Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant. 2. Cooperation: Applicant agrees to provide full, continuing and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents, information, or other materials in its possession, custody, or control, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced; (c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current directors, officers, and employees of Applicant, [Redacted Text] (collectively "covered employees"), and -2- ATR/FOIA-688 encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of covered employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated the Division; (e) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly, and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which Applicant was participant. However, Applicant is not required to pay restitution to victims whose antitrust injuries are independent of any effects on United States domestic commerce proximately caused by the anticompetitive activity being reported. The cooperation requirements in subparagraphs (c) through (f) of paragraph 2 do not apply to Applicant with respect to former directors, officers, or employees of Applicant who are not covered employees. 3. Corporate Leniency: Subject to verification of Applicant's representations in paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part A of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense it may have committed prior to [redacted text] in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional -3- ATR/FOIA-689 acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant in connection with the anticompetitive activity being reported, without limitation. Should such a prosecution be initiated, the Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any covered employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported. 4. Non-Prosecution Protection For Covered Employees: Subject to verification of Applicant’s representations in paragraph 1 above, and subject to Applicant's full, continuing, and complete cooperation as in paragraph 2 above, the Antitrust Division agrees that covered employees who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at Applicant [Redacted Text] in connection with the anticompetitive activity being reported. The non-prosecution protections granted in this paragraph do not apply to former directors, officers, or employees of Applicant who are not covered employees. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported; (c) responding fully and truthfully to ail inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.); -4- ATR/FOIA-690 (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a)-( c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402), and obstruction of justice (18 U.S.C. § 1503 et seq.), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a covered employee full fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity or non-prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any covered employee who the Division determines caused Applicant to be ineligible for leniency under paragraph 1 of this Agreement, who continued the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity, or who obstructed or attempted to obstruct an investigation of the anticompetitive activity being reported at any time, whether the obstruction occurred before or after [redacted text] Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional non-prosecution protection, the Division will notify counsel for such individual and Applicant's counsel in writing of the recommendation of Division staff to revoke the conditional non-prosecution protection granted to an individual under this Agreement and will provide counsel an opportunity to meet the Division regarding the potential revocation. Should any conditional non-prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally in connection with the anticompetitive activity being reported, without limitation, and may use against such individual in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any covered employees, including such individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual under this Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported. -5- ATR/FOIA-691 5. Separate Investigations: Applicant acknowledges that [redacted text] separate investigations into [redacted text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, involving [redacted text] and that some of its current and former directors, officers, or employees are, or may become, subjects, targets, or defendants in those separate investigations. Applicant also acknowledges that [redacted text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, involving [redacted text] Applicant further acknowledges that [redacted text] or other conduct constituting a criminal violation of Section l of the Sherman Act, 15 U.S.C § 1, involving identified in (1) through (3) above to [redacted text] Nothing in this Agreement limits the United States from criminally prosecuting Applicant or any of its current or former directors, officers, or employees in connection with the [redacted text] The status of Applicant or any of its current or former directors, officers, or employees as a subject, target, defendant, or leniency applicant in the [redacted text] does not abrogate, limit, or otherwise affect Applicant's cooperation obligations under paragraph 2 above, including obligation to use its best efforts to secure the ongoing, full, and truthful cooperation of covered employees or the cooperation obligations of covered employees under paragraph 4 above. A failure of a covered employee to comply fully ·with his or her obligations described in paragraph 4 above includes, but is not limited to, regardless of any past or proposed cooperation, not making himself or herself available in the United States for interviews and testimony in trials, grand jury, or other proceedings upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported because he or she has been, or anticipates being, charged, indicted, or arrested in the United States for violations of federal antitrust law involving the [redacted text] Such a failure also includes, but is not limited to, not responding fully and -6- ATR/FOIA-692 truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported because his or responses may also relate to, or tend to incriminate him or her in, the [redacted text] Failure to comply fully with his or her obligations further includes, but is not limited to, not producing the United States all documents, including personal documents and records, and other materials requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported because those documents may also relate to, or tend to incriminate him or her in, the [redacted text] The cooperation obligations or paragraph 4 above do not apply to requests attorneys and agents of the United States at directed [redacted text] in the [Redacted Text] if such requests are not, in whole or in part, made in connection with the anticompetitive activity reported. The Antitrust Division may use any documents, statements, or other information provided by Applicant or by any of its covered employees to the Division at any time pursuant to this Agreement against Applicant or of its current or former directors, officers, or employees in any prosecution arising out of the [redacted text] as well as in any other prosecution. 6. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant. 7. Authority And Capacity: The Antitrust Division and Applicant represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely, [Redacted text] -7­ ATR/FOIA-693 [Redacted text] -8- ATR/FOIA-694 [Redacted text] [Redacted text] Dear [Redacted text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and your client, [Redacted Text] ("Applicant"), in connection with [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the [redacted text] This Agreement is conditional and depends upon Applicant (1) establishing that [redacted text] is eligible for leniency as [redacted text] represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that [redacted text] is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that [redacted text] has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney­client privilege or the work-product privilege. Applicant represents that [redacted text] is fully familiar with the Antitrust Division's Leniency Policy for Individuals dated August 10, 1994 (attached), which is incorporated by reference herein. [Footnote 1] AGREEMENT 1. Eligibility: Applicant desires to report to the Antitrust Division [redacted text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act in the [redacted text] ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that [redacted text] is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, [redacted text] did not coerce any other party to participate in the activity and was not the leader in, or the originator of, the activity. Applicant agrees that [redacted text] bears the burden of proving [redacted text] eligibility to receive leniency, including the accuracy of the [Footnote 1] For a further explanation of the Antitrust Division's Leniency Policy for Individuals and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at ATR/FOIA-695 representations made in this paragraph, and that [Redacted Text] fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement. 2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following: (a) producing in the United States all documents and records, including personal documents and records, and other materials in [redacted text] possession, custody, or control, wherever located, not privileged under the attorney­client privilege or work-product privilege, requested by attorneys and agents of the United States; (b) making [redacted text] available for interviews in the United States upon the request of attorneys and agents of the United States; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.); (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a)-(c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, that [redacted text] may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402), and obstruction of justice (18 U.S.C. § 1503 et seq.), in connection with the anticompetitive activity being reported. 3. Individual Leniency: Subject to verification of Applicant's representations in paragraph 1 above, and subject to Applicant's full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into the Individual Leniency Program, as explained in the attached Leniency Policy for Individuals. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense [redacted text] may have committed prior to the date of -2­ ATR/FOIA-696 this letter [Footnote 2] in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to [redacted text] representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Individual Leniency Program. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Individual Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Individual Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided by Applicant to the Division at any time pursuant to this Agreement Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and agrees that [redacted text] may not, and will not, seek judicial review of any Division decision to revoke conditional leniency unless and until [redacted text] has been charged by indictment or information for engaging in the anticompetitive activity being reported. 4. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant. [Footnote 2] If there is a significant lapse in time between the date the applicant terminated his or her participation in the anticompetitive activity being reported and the date the applicant reported the activity to the Antitrust Division, the Division reserves the right to grant conditional leniency only up to the date the applicant terminated his or her participation in the activity. -3- ATR/FOIA-697 This signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely, (Redacted Text] -4- ATR/FOIA-698 [Redacted Text] Dear [Redacted Text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted Text] (hereinafter "Applicant"), in connection with [Redacted Text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, involving [Redacted Text] This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work-product privilege. Applicant represents that it is fully familiar with the Antitrust Division’s Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference herein. [Footnote 1] [Footnote 1] For a further explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at [Redacted text] ATR/FOIA-699 AGREEMENT 1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act involving [Redacted text] ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that it is eligible to receive Ieniency in that, in connection with the anticompetitive activity being reported it: (a) took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the anticompetitive activity being reported and was not the leader in, or the originator of, the activity. Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including the accuracy of the representations made in this paragraph, and that it fully understands the consequences that might result from a revocation of leniency, as explained in paragraph 3 of this Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant. 2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported; (b) providing promptly and without requirement of subpoena, all documents, information, or other materials in its possession, custody, or control, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced; (c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current directors, officers, and employees of Applicant and former employee of Applicant [Redacted text] (collectively "covered employees") and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; -3- ATR/FOIA-700 (d) facilitating the ability of covered employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Division; (e) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly, and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which Applicant was a participant. However, Applicant is not required to pay restitution to victims whose antitrust injuries are independent of any effects on United States domestic commerce proximately caused by the anticompetitive activity being reported. 1. Corporate Leniency: Subject to verification of Applicant's representations in paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part A of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant -3­ ATR/FOIA-701 in connection with the anticompetitive activity being reported, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current or former directors, officers, or employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported. 4. Non-Prosecution Protection for Corporate Directors, Officers, and Employees: Subject to verification of Applicants representations in paragraph 1 above, and subject to Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that covered employees who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at Applicant prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported: (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity befog reported, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503, et seq.); (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a)-( c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and -4­ ATR/FOIA-702 under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-02), and obstruction of justice (18 U.S.C. § 1503, et seq.), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a covered employee fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity, or non-prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any covered employee who the Division determines caused Applicant to be ineligible for leniency under paragraph 1 of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity, or who obstructed or attempted to obstruct an investigation of the anticompetitive activity being reported at any time, whether the obstruction occurred before or after the date of this Agreement. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional non­prosecution protection, the Division will notify counsel for such individual and Applicant's counsel in writing of the recommendation of Division staff to revoke the conditional non­prosecution protection granted to the individual under this Agreement and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should any conditional non-prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally in connection with the anticompetitive activity being reported, without limitation, and may use against such individual in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current or former directors, officers, or employees, including such individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual under this Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported. 5. Separate Investigation: Applicant acknowledges that [Redacted text] a separate investigation into [Redacted text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, relating to [Redacted text] separate investigations into [Redacted text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 US.C. § 1, relating to [Redacted text] -5- ATR/FOIA-703 [Redacted text] Applicant acknowledges that some of its current and former directors, officers, or employees [Redacted text] may become, subjects, targets, or defendants in those separate investigations. Nothing in this Agreement limits the United Stat.es from criminally prosecuting Applicant or any of its current or former directors, officers, or employees in connection with any of the investigations into [Redacted text] The status of Applicant or any of its current or former directors, officers, or employees [Redacted text] in the investigations into [Redacted text] does not abrogate, limit, or otherwise affect Applicant' s cooperation obligations under paragraph 2 above, including its obligation to use its best efforts to secure the ongoing, full, and truthful cooperation of covered employees, or the cooperation obligations of covered employees under paragraph 4 above. A failure of a covered employee to comply fully with his or her obligations described in paragraph 4 above includes, but is not limited to, regardless of any past or proposed cooperation, not making himself or herself available in the United States for interviews and testimony in trials, grand jury, or other proceedings upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported because he or she has been, or anticipates being, charged, indicted, or arrested in the United States for violations of federal antitrust law involving [Redacted text] Such a failure also includes, but is not limited to, not responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported because his or her responses may also relate to or tend to incriminate him or her in, an investigation into [Redacted text] Failure to comply fully with his or her cooperation obligations further includes, but is not limited to, not producing in the United States all documents, including personal documents and records and other materials requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported because those documents may also relate to, or tend to incriminate him or her in, an investigation into [Redacted text] The cooperation obligations of paragraph 4 above do not apply to requests by attorneys and agents of the United States directed at [Redacted text] in the markets for[Redacted text] if such requests are not, in whole or in part, made in connection with the anticompetitive activity being reported. The Antitrust Division may use any documents, statements, or other information provided by Applicant or by any of its current or former directors, officers, or employees to the Division at any time pursuant to this Agreement against Applicant or any of its current or former directors, officers, or employees in any prosecution arising out of an investigation into [Redacted text] as well as in any other prosecution. 6. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant. -6- ATR/FOIA-704 7. Authority and Capacity: The Antitrust Division and Applicant represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely. [Redacted text] -7- ATR/FOIA-705 [Redacted text] [Redacted text] Dear [Redacted text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted text] ("Applicant"), in connection with [Redacted text] or other conduct constituting a criminal violation of Section l of the Sherman Act, 15 U.S.C. § 1, in the [Redacted text] This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work­product privilege. Applicant represents that it is fully familiar with the Antitrust Division's Corporate Leniency Policy dated August l0, 1993 (attached), which is incorporated by reference herein. [Footnote 1] [Footnote 1] For a further explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding ATR/FOIA-706 AGREEMENT 1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act in the [Redacted text] ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the anticompetitive activity being reported and was not the leader in, or the originator of, the activity. Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including the accuracy of the representations made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant. 2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported: (b) providing promptly, and without requirement of subpoena, all documents, information, or other materials in its possession, custody, or control, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced; (c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current and former directors, officers, and employees of Applicant, and encouraging such persons voluntarily [Footnote 1] the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at [Redacted text] -2- ATR/FOIA-707 to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current and former directors, officers, and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Division; (e) using its best efforts to ensure that current and former directors, officers, and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly, and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that current and former directors, officers, and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which Applicant was a participant. However, Applicant is not required to pay restitution to victims whose antitrust injuries are independent of any effects on United States domestic commerce proximately caused by the anticompetitive activity being reported. 3. Corporate Leniency: Subject to verification of Applicant's representations in paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part A of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (I) contrary to its representations in paragraph l of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional -3- ATR/FOIA-708 leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current or former directors, officers, or employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported. 4. Non-Prosecution Protection For Corporate Directors, Officers, And Employees: Subject to verification of Applicant's representations in paragraph I above, and subject to Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that current and former directors, officers, and employees of Applicant who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at Applicant prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.); (d) otherwise voluntarily providing the United States with any materials or information, not requested in {a} -(c) of this paragraph -4- ATR/FOIA-709 and not privileged under the attorney-client privilege or work­product privilege, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand jury or other proceedings in the United States, fully, truthfully, and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402), and obstruction of justice (18 U.S.C. § 1503 et seq.), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current or former director, officer, or employee of Applicant fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity, or non-prosecution {hereinafter "conditional non­prosecution protection") granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any current or former director, officer, or employee of Applicant who the Division determines caused Applicant to be ineligible for leniency under paragraph 1 of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity, or who obstructed or attempted to obstruct an investigation of the anticompetitive activity being reported at any time, whether the obstruction occurred before or after the date of this Agreement. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional non-prosecution protection, the Division will notify counsel for such individual and Applicant's counsel in writing of the recommendation of Division staff to revoke the conditional non-prosecution protection granted to the individual under this Agreement and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should any conditional non-prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally, without limitation, and may use against such individual in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current or former directors, officers, or employees, including such individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual under this Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported. -5- ATR/FOIA-710 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant. 6. Authority And Capacity: The Antitrust Division and Applicant represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely, [Redacted text] -6- ATR/FOIA-711 [Redacted text] [Redacted text] Dear [Redacted text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted text] “Applicant), in connection with [Redacted text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § the [Redacted text] involving [Redacted text] This Agreement is conditional and depends upon Applicant (1) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney-client privilege or the work­product privilege. Applicant represents that it is familiar the Antitrust Division's Corporate Leniency Policy dated August 10, 1993 (attached), which is fully incorporated by reference herein. [Footnote 1] AGREEMENT 1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted text] or other conduct constituting a criminal of Section 1 of the Sherman Act, in the [Redacted Text] involving [Redacted text] [Footnote 1] For a further explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at [Redacted text] ATR/FOIA-712 [Redacted text] ("the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it; (a) took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other to participate in the anticompetitive activity being reported and was not the leader in, or the originator of the activity. Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including the accuracy of the representations made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant. 2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents, information, or other materials in its possession, custody, or control; wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by the Antitrust Division in connection the anticompetitive activity being reported, to the extent not already produced; (c) using its best efforts to secure the ongoing, full, and cooperation of the current directors, officers, and employees of Applicant, and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; (d) facilitating the ability of current directors, officers, and employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Division; (e) using its best efforts to ensure that current directors, officers and employees provide information to the Antitrust Division relevant to the anticompetitive activity being respond completely candidly, and trnthfu11y to all questions asked in interviews and jury appearances and at trial; -2- ATR/FOIA-713 (f) using its best efforts to ensure that current directors, officers and employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, which Applicant was a participant. However, Applicant is not required to pay restitution to victims whose antitrust injuries are independent of any effects on United States domestic commerce proximately caused by the anticompetitive activity being reported. 3. Corporate Leniency: Subject to verification of Applicants representations in paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part A of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Division, although upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (1) contrary to its representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current directors, officers, or employees. Applicant understands that the Antitrust Division' s Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not, seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported. 4. Non-Prosecution Protection For Corporate Directors, Officers And Employees: Subject to verification of Applicant's representations in paragraph 1 above, and subject to Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that current directors, officers, employees of Applicant who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the Division in its investigation of, the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at Applicant prior to the date of letter in connection with the -3- ATR/FOIA-714 anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to; (a) producing in the United States all documents and records, including personal documents and records, and other materials, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported; (c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.); (d) otherwise voluntarily providing the United States any materials or Information, not requested in (a) -( c) of this paragraph and not privileged under the attorney-client privilege or work-product privilege, that he or she may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States, testifying in trial and grand or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S.C. § 1621), making false statements or declarations in grand jury court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401 -402), and obstruction of justice (18 U.S.C. § 1503 et seq.), connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a current director, officer, or employee of Applicant fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity, or non-prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any current director, officer, or employee of Applicant who the Division determines caused Applicant to be ineligible for leniency under paragraph 1 of this Agreement. who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity, or who obstructed or attempted to obstruct an investigation of the anticompetitive activity being reported at any time, whether the obstruction occurred before or after the date of this Agreement. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional non­prosecution protection, the Division will notify counsel for such individual and Applicant's counsel in writing of the recommendation of Division staff to revoke the conditional non-prosecution protection granted to the individual this Agreement and will provide counsel an opportunity to meet with the Division revocation. Should any conditional non- -4- ATR/FOIA-715 prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally, without limitation, and may use against such individual in such prosecution any documents, statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current directors, officers, or employees, including such individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual is not available unless and until the individual has charged by indictment or in anticompetitive activity being reported. 5. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and supersedes all prior understanding, if any, whether oral or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Applicant. 6. Authority And Capacity: Antitrust Division and Applicant represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance foregoing terms and conditions. [Redacted text] -5- ATR/FOIA-716 [Redacted text] [Redacted text] Dear [Redacted text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division of the United States Department of Justice and [Redacted text] "Applicant'), in connection with [Redacted text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act, 15 U.S.C. § 1, in the [Redacted text] involving [Redacted text] This Agreement is conditional and depends upon Applicant [Redacted Text] (1) establishing that it is eligible for leniency as it represents in paragraph 1 of this Agreement, and (2) cooperating in the Antitrust Division's investigation as required by paragraph 2 of this Agreement. After Applicant establishes that it is eligible to receive leniency and provides the required cooperation, the Antitrust Division will notify Applicant in writing that it has been granted unconditional leniency. It is further agreed that disclosures made by counsel for Applicant in furtherance of the leniency application will not constitute a waiver of the attorney­client privilege or the work-product privilege. Applicant represents that it is fully familiar with the Antitrust Division’s Corporate Leniency Policy dated August 10, 1993 (attached), which is incorporated by reference herein. [Footnote 1] [Footnote1] For a further explanation of the Antitrust Division's Corporate Leniency Policy and how the Division interprets the policy, see Frequently Asked Questions Regarding the Antitrust Division's Leniency Program and Model Leniency Letters (November 19, 2008), available at [Redacted text] ATR/FOIA-717 AGREEMENT 1. Eligibility: Applicant desires to report to the Antitrust Division [Redacted text] or other conduct constituting a criminal violation of Section 1 of the Sherman Act in the [Redacted text] involving [Redacted text] (''the anticompetitive activity being reported"). Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection 'with the anticompetitive activity being reported, it: (a) took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and (b) did not coerce any other party to participate in the anticompetitive activity being reported and was not the leader in, or the originator of the activity. Applicant agrees that it bears the burden of proving its eligibility to receive leniency, including the accuracy of the representations made in this paragraph and that it fully understands the consequences that might result from a revocation of leniency as explained in paragraph 3 of this Agreement. As used in this Agreement, discovery of the anticompetitive activity being reported means discovery by the authoritative representatives of Applicant for legal matters, either the board of directors or counsel representing Applicant. 2. Cooperation: Applicant agrees to provide full, continuing, and complete cooperation to the Antitrust Division in connection with the anticompetitive activity being reported, including, but not limited to, the following: (a) providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported; (b) providing promptly, and without requirement of subpoena, all documents, information, or other materials in its possession, custody, or control, wherever located, not privileged under the attorney-client privilege or work-product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced; (c) using its best efforts to secure the ongoing, full, and truthful cooperation of the current directors, officers, and employees of Applicant (collectively "covered employees") and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have -2­ ATR/FOIA-718 relevant to the anticompetitive activity being reported; (d) facilitating the ability of covered employees to appear for such interviews or testimony in connection with the anticompetitive activity being reported as the Antitrust Division may require at the times and places designated by the Division; (e) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly, and truthfully to all questions asked in interviews and grand jury appearances and at trial; (f) using its best efforts to ensure that covered employees who provide information to the Antitrust Division relevant to the anticompetitive activity being reported make no attempt either falsely to protect or falsely to implicate any person or entity; and (g) making all reasonable efforts, to the satisfaction of the Antitrust Division, to pay restitution to any person or entity injured as a result of the anticompetitive activity being reported, in which Applicant was a participant. However, Applicant is not required to pay restitution to victims whose antitrust injuries are independent of any effects on United States domestic commerce proximately caused by the anticompetitive activity being reported. 3. Corporate Leniency: Subject to verification of Applicant's representations in paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2 above, the Antitrust Division agrees conditionally to accept Applicant into Part A of the Corporate Leniency Program, as explained in the attached Corporate Leniency Policy. Pursuant to that policy, the Antitrust Division agrees not to bring any criminal prosecution against Applicant for any act or offense it may have committed prior to the date of this letter in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. If at any time before Applicant is granted unconditional leniency the Antitrust Division determines that Applicant (l) contrary to its representations in paragraph 1 of this Agreement, is not eligible for leniency or (2) has not provided the cooperation required by paragraph 2 of this Agreement, this Agreement shall be void, and the Antitrust Division may revoke the conditional acceptance of Applicant into the Corporate Leniency Program. Before the Antitrust Division makes a final determination to revoke Applicant's conditional leniency, the Division will notify counsel for Applicant in writing of the recommendation of Division staff to revoke the conditional acceptance of Applicant into the Corporate Leniency Program and will provide -3- ATR/FOIA-719 counsel an opportunity to meet with the Division regarding the potential revocation. Should the Antitrust Division revoke the conditional acceptance of Applicant into the Corporate Leniency Program, the Antitrust Division may thereafter initiate a criminal prosecution against Applicant in connection with the anticompetitive activity being reported, without limitation. Should such a prosecution be initiated, the Antitrust Division may use against Applicant in any such prosecution any documents, statements, or other information provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current directors, officers, or employees. Applicant understands that the Antitrust Division's Leniency Program is an exercise of the Division's prosecutorial discretion, and Applicant agrees that it may not, and will not seek judicial review of any Division decision to revoke its conditional leniency unless and until it has been charged by indictment or information for engaging in the anticompetitive activity being reported. 4. Non-Prosecution Protection For Corporate Directors, Officers, And Employees: Subject to verification of Applicant's representations in paragraph 1 above, and subject to Applicant's full, continuing, and complete cooperation as described in paragraph 2 above, the Antitrust Division agrees that covered employees who admit to the Division their knowledge of, or participation in, and fully and truthfully cooperate with the Division in its investigation of the anticompetitive activity being reported, shall not be prosecuted criminally by the Antitrust Division for any act or offense committed during their period of employment at Applicant prior to the date of this letter in connection with the anticompetitive activity being reported. Such full and truthful cooperation shall include, but not be limited to: (a) producing in the United States all documents and records, including personal documents and records, and other materials, wherever located, not privileged under the attorney-client privilege or work product privilege, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported; (b) making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported; {c) responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported, without falsely implicating any person or intentionally withholding any information, subject to the penalties of making false statements (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq,); · (d) otherwise voluntarily providing the United States with any materials or information, not requested in (a)-(c) of this paragraph and not-privileged under the attorney-client privilege or work-product privilege, that he or she -4­ ATR/FOIA-720 may have relevant to the anticompetitive activity being reported; and (e) when called upon to do so by the United States testifying in trial and grand jury or other proceedings in the United States, fully, truthfully and under oath, subject to the penalties of perjury (18 U.S. C. § 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. § 1623), contempt (18 U.S.C. §§ 401-402), and obstruction of justice (18 U.S.C. § 1503 et seq.), in connection with the anticompetitive activity being reported. The commitments in this paragraph are binding only upon the Antitrust Division, although, upon the request of Applicant, the Division will bring this Agreement to the attention of other prosecuting offices or administrative agencies. In the event a covered employee fails to comply fully with his or her obligations hereunder, this Agreement as it pertains to such individual shall be void, and any conditional leniency immunity, or non-prosecution (hereinafter "conditional non-prosecution protection") granted to such individual under this Agreement may be revoked by the Antitrust Division. The Antitrust Division also reserves the right to revoke the conditional non-prosecution protection of this Agreement with respect to any covered employee who the Division determines caused Applicant to be ineligible for leniency under paragraph 1 of this Agreement, who continued to participate in the anticompetitive activity being reported after Applicant took action to terminate its participation in the activity and notified the individual to cease his or her participation in the activity, or who obstructed or attempted to obstruct an investigation of the anticompetitive activity being reported at any time, whether the obstruction occurred before or after the date of this Agreement. Absent exigent circumstances, before the Antitrust Division makes a final determination to revoke an individual's conditional non-prosecution protection, the Division will notify counsel for such individual and Applicant's counsel in writing of the recommendation of Division staff to revoke the conditional non­prosecution protection granted to the individual under this Agreement and will provide counsel an opportunity to meet with the Division regarding the potential revocation. Should any conditional non-prosecution protection granted to an individual under this Agreement be revoked, the Antitrust Division may thereafter prosecute such individual criminally in connection with the anticompetitive activity being reported, without limitation, and may use against such individual in such prosecution any documents statements, or other information which was provided to the Division at any time pursuant to this Agreement by Applicant or by any of its current directors, officers, or employees, including such individual. Judicial review of any Antitrust Division decision to revoke any conditional non-prosecution protection granted to an individual under this Agreement is not available unless and until the individual has been charged by indictment or information for engaging in the anticompetitive activity being reported. 5. [Redacted text] Investigation: Applicant acknowledges that [Redacted text] a separate investigation into [Redacted text] or other conduct constituting a criminal violation of Section 1 of the -5­ ATR/FOIA-721 Sherman Act, 15 U.S.C. §1, involving [Redacted text] [Footnote 2] and that some of its current and former directors, officers, or employees may become, subjects, targets, or defendants in that separate investigation. Nothing in this Agreement limits the United States from criminally prosecuting Applicant or any of its current or former directors, officers, or employees in connection with the [Redacted text] The status of Applicant or any of its current or former directors, officers, or employees [Redacted text] in the [Redacted text] does not abrogate, limit or otherwise affect Applicant's cooperation obligations under paragraph 2 above, including its obligation to use its best efforts to secure the ongoing, full, and truthful cooperation of covered employees, or the cooperation obligations of covered employees under paragraph 4 above. A failure of a covered employee to comply fully with his or her obligations described in paragraph 4 above includes, but is not limited to, regardless of any past or proposed cooperation, not making himself for herself available in the United States for interviews and testimony in trials, grand jury, or other proceedings upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported because he or she has been, or anticipates being, charged, indicted, or arrested in the United States for violations of federal antitrust law involving the [Redacted text] Such a failure also includes, but is not limited to, not responding fully and truthfully to all inquiries of the United States in connection with the anticompetitive activity being reported because his or her responses may also relate to, or tend to incriminate him or her in, the [Redacted text] Failure to comply fully with his or her cooperation obligations further includes; but is not limited to, not producing in the United States all documents, including personal documents and records, and other materials requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported because those documents may also relate to, or tend to incriminate him or her in, the [Redacted text] The cooperation obligations of paragraph 4 above do not apply to requests by attorneys and agents of the United States directed at [Redacted text] in connection with [Redacted text] if such requests are not, in whole or in part, made in connection with the anticompetitive activity befog reported. The Antitrust Division may use any documents, statements, or other information provided by Applicant or by any of its current or former [Footnote 2] [Redacted text] -6- ATR/FOIA-722 directors, officers, or employees to the Division at any time pursuant to this Agreement against Applicant or any of its current or former directors, officers, or employees in any prosecution arising out of the [Redacted text] as well as in any other prosecution. 6. Entire Agreement: This letter constitutes the entire agreement between the Antitrust Division and Applicant, and supersedes all prior understandings, if any, whether oral or written, relating to the subject matter herein. This Agreement cannot be modified except in writing, signed by the Antitrust Division and Applicant. 7. Authority And Capacity: The Antitrust Division and Applicant represent and warrant each to the other that the signatories to this Agreement on behalf of each party hereto have all the authority and capacity necessary to execute this Agreement and to bind the respective parties hereto. The signatories below acknowledge acceptance of the foregoing terms and conditions. [Redacted text] -7- ATR/FOIA-723