[Redacted Text] [Redacted Text] Dear [Redacted Text] This letter sets forth the terms and conditions of an agreement between the Antitrust Division and the United States Department of Justice and [Redacted Text] (“Applicant”), in connection with [Redacted Text] or other conduct constituting a criminal violation of § 1 of the Sherman Act, 15 U.S.C. § l, in the [Redacted Text] industries, including [Redacted Text] (“reported industries, including [Redacted Text] This Agreement is conditional and depends upon Applicant , (1) establishing that it is eligible for leniency as it represents in paragraph I of this Agreement , and (2) cooperating in the Antitrust Division’s investigation has 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. Agreement Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of § 1 of the Sherman Act in the reported industries [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: took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and 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 [Redacted Text] ATR/FOIA 1051 [Redacted Text] 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: Providing a full exposition of all facts known to Applicant relating to the anticompetitive act activity being reported; Providing promptly, and without requirement of subpoenas all documents, information, or other materials in its possession, custody, or control, wherever located, not privileged under the attorney-client or work-product privilege, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced; Using its best efforts to secure the ongoing, full, and truthful cooperation of the current and former 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 relevant to the anticompetitive activity being reported; 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; 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; 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 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. Page -2- [Redacted Text] ATR/FOIA 1052 [Redacted Text] 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 this 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 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 the indictment or information for engaging in the anticompetitive activity being reported: 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 1 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: 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; 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; Page -3- [Redacted Text] ATR/FOIA 1053 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. ); 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 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 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 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 in connection with the anticompetitive activity being reported, without limitation, and Page -4- [Redacted Text] ATR/FOIA 1054 [Redacted Text] 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. [Redacted Text] Investigation: Applicant acknowledges that [Redacted Text] a separate investigation into [Redacted Text] or other conduct constituting a criminal violation of § 1 of the Sherman Act, 15 U.S.C. § 1 and related statutes, in the [Redacted Text] and that some of its current and former directors, officers, or employees are or 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 current or former directors, officers, or employees [Redacted Text] in the 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 and related statutes 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 be related 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 paragraphs 2 and 4 above do not apply to requests by attorneys and agents of the United States directed at [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 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. Page -5- ATR/FOIA 1055 [Redacted Text] 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. 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. A facsimile or electronic signature shall be deemed an original signature for the purpose of executing this Agreement. Multiple signature pages are authorized for the purpose of executing this Agreement. Sincerely, [Redacted Text] -6- [Redacted Text] ATR/FOIA-1056 [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] conduct constituting criminal violation of § 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 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 Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] conduct constituting a criminal violation of § 1 of the Sherman Act involving [Redacted Text] (“the anticompetitive activity being reported”). Applicant [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] Page -1- ATR/FOIA -1057 represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it: Took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity, and 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. 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 Providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported; 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; Using its best efforts to secure the ongoing, full, and truthful cooperation of the current and former directors, officers, and employees of Applicant, with any information they may have relevant to the anticompetitive activity being reported; 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; 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; Page -2- ATR/FOIA 1058 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 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. 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, 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. 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 Page -3- ATR/FOIA-1059 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: 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; 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. 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.); Otherwise voluntarily providing the United States with any materials or information, not requested in (a) – (c) of this paragraph and to 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 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 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 or former director, officer, or employee of Applicant who Page - 4 - ATR/FOIA-1060 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, where 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. 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. 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] [Redacted Text] Page -5- ATR-FOIA 1061 [Redacted Text] Page -6- ATR-FOIA-1062 [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 § 1 of the Sherman Act, 15 U.S.C. § 1, involving [Redacted Text] and [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 work-product protection. 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 1063 AGREEMENT Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] activity or other conduct constituting a criminal violation of § 1 of the Sherman Act involving [Redacted Text] (collectively, “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: took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and 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 providing 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. 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: Providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported; 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 protection, requested by the Antitrust Division in connection with the anticompetitive activity being reported, to the extent not already produced; Using its best efforts to secure the ongoing, full, and truthful cooperation of the current directors, officers, and employees of Applicant, as well as [Redacted Text] (“covered employees”), and encouraging covered employees voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; Facilitating the ability of covered employees 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; 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; 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 attempts either falsely to protect or falsely to implicate any person or entity; and 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. [Footnote 2] The anticompetitive activity being reported does not include, and thus this Agreement does not apply to, [Redacted Text] or other conduct that is a potential or actual violation of § 1 of the Sherman Act [Redacted Text] Page 2 ATR-FOIA 1064 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 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 Page -3- ATR/FOIA 1065 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 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. 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 described in paragraph 1 above, the Antitrust Division agrees that covered 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 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. 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: 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 protection, requested by attorneys and agents of the United States in connection with the anticompetitive activity being reported; 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; 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.); Page 4 ATR/FOIA 1066 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 protection, that he or she may have relevant to the anticompetitive activity being reported; and 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 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 covered employee, 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. 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, Page 5 ATR/FOIA 1067 relating to this subject matter herein. This Agreement cannot be modified except in writing. signed by the Antitrust Division and Applicant. 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] Page 6 ATR/FOIA 1068 [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 § 1 of the Sherman Act, 15 U.S.C. § 1, in [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.1[Footnote 12] or other conduct constituting a criminal violation of § 1 of the Sherman Act, 15 U.S.C. § 1, in [Redacted Text] [Footnote 1]1 [Redacted Text] is defined as [Redacted Text] [Redacted Text][Redacted Text] [Redacted Text] is defined as [Redacted Text] [Redacted Text] [Redacted Text] 2 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 Model Leniency Letters (November 19, 2008), available at [Redacted Text] ATR/FOIA 1069 Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of § 1 of the Sherman Act in [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: took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and 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. 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: providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported; 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; using its best efforts to secure the ongoing, full, and truthful cooperation of the current directors, officers, and employees of Applicant, [Redacted Text] and encouraging such persons voluntarily to provide the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; facilitating the ability of current directors, officers, and employees, [Redacted Text] 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; Page -2- ATR/FOIA 1070 using its best efforts to ensure that current directors, officers, and employees, [Redacted Text] 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; using its best efforts to ensure that current directors, officers, and employees, [Redacted Text] 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 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. 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 Page -3- ATR/FOIA 1071 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 or [Redacted Text] 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. 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, [Redacted Text] who admit to the Division their knowledge of, or participation in, and fully 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: 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. 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; 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 statement (18 U.S.C. § 1001) and obstruction of justice (18 U.S.C. § 1503 et seq.); 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 Page -4- ATR/FOIA 1072 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. §§s 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 or [Redacted Text] 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 of this Agreement with respect to any current director, officer, or employee of Applicant or [Redacted Text] 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 directors, officers, or employees or [Redacted Text] 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. 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. Page -5- ATR/FOIA 1073 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] Page -6- ATR/FOIA 1074 [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 § 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 2]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 2]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 2] 3 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 1075 AGREEMENT Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of § 1 of the Sherman Act in the [Redacted Text] (“the anticompetitive activity being reported “). For purposes of this Agreement, [Redacted Text] are defined as [Redacted Text] Applicant represents to the Antitrust Division that it is eligible to receive leniency in that, in connection with the anticompetitive activity being reported, it; Took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and 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 providing 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, the following: providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported; 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; using its best efforts to secure the ongoing, full, and truthful cooperation of the current and former 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 relevant to the anticompetitive activity being reported; facilitating the ability of covered employees to appear for such interview 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; ATR/FOIA 1076 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; 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 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 effect 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 (1) contrary to tis representations in paragraph 1 of this Agreement, in 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 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 ATR/FOIA 1077 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 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: 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; 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; 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 and obstruction of justice (18 U.S.C. § 1503 et seq.); 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 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 ATR/FOIA 1078 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 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 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. [Redacted Text] Investigation: Applicant acknowledges that [Redacted Text] a separate investigation into [Redacted Text] or other conduct constituting a criminal violation of § 1 of the Sherman Act, 15 U.S.C. section 1, and related statutes, in the [Redacted Text] and that some of its current and former directors, officers, or employees are, or 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 as a subject, target, or defendant 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 or herself available in the United States for interview 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, ATR/FOIA 1079 indicted, or arrested in the United States for violations of federal antitrust law and related statutes 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 it 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] 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 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. ATR/FOIA 1080 The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely, [Redacted Text] ATR/FOIA 1081 [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 § 1 of the Sherman Act, 15 U.S.C. section 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 3]4 4 [Footnote 3]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 1082 AGREEMENT Eligibility: Applicant desires to report to the Antitrust Division, [Redacted Text] or other conduct constituting a criminal violation of § 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: took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and 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. 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: providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported; Providing promptly, and without requirement of subpoena, all documents, information, or other materials in its possession, custody, or control, where 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; 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; 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; 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; Page -2- ATR/FOIA 1083 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 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. 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 (1) 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 charge by indictment or information for engaging in the anticompetitive activity being reported. Page -3- ATR/FOIA 1084 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 the 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: 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; 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; 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. section 1001) and obstruction of justice (18 U.S.C. section 1503 et seq.); 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 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. section 1621), making false statements or declarations in grand jury or court proceedings (18 U.S.C. section 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 page -4- ATR/FOIA 1085 Agreement as it pertains to such individual shall be void, and any conditional leniency, immunity, or non-prosecution (hereafter “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 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 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. 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. 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. Page -5- ATR/FOIA 1086 The signatories below acknowledge acceptance of the foregoing terms and conditions. Sincerely, [Redacted Text] Page -6- ATR/FOIA 1087 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] Page -6- ATR/FOIA 1088 [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 the connection with [Redacted Text] or other conduct constituting a criminal violation of § 1 of the Sherman Act, 15 U.S.C. § 1, in the markets for: [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]5 5 [Footnote 4 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] Page -1- ATR/FOIA 1089 AGREEMENT Eligibility: Applicant desires to report to the Antitrust Division [Redacted Text] or other conduct constituting a criminal violation of § 1 of the Sherman Act in [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: took prompt and effective action to terminate its participation in the anticompetitive activity being reported upon discovery of the activity; and 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. Page 2 ATR/FOIA 1090 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: providing a full exposition of all facts known to Applicant relating to the anticompetitive activity being reported; 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; 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 to the Antitrust Division with any information they may have relevant to the anticompetitive activity being reported; 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; using its best efforts to ensure that current and former directors, officers and employees who provide information relevant to the Antitrust Division relevant to the anticompetitive activity being reported respond completely, candidly, and truthfully to all questions asked in interviews, grand jury appearances, and at trial; 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 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 representation in paragraph 1 above, and subject to its full, continuing, and complete cooperation, as described in paragraph 2 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. Page -3- ATR/FOIA 1091 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 paragraph1 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 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 has been charged by indictment or information for engaging in the anticompetitive activity being reported. 4. Non-Prosecution 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 1 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: 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; Page 4 ATR/FOIA 1092 Making himself or herself available for interviews in the United States upon the request of attorneys and agents of the United States upon the request of attorneys and agents of the United States in connection with the anticompetitive activity being reported; 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.); 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 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 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 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, where 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 Page -5- ATR/FOIA 1093 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, officer, 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. 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] Page -6- ATR/FOIA 1094 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. 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] Page 6- ATR/FOIA 1095 [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 attached Conditional Leniency Agreement between [Redacted Text] and the Antitrust Division dated [Redacted Text] regarding the following [Redacted Text] Therefore, [Redacted Text] leniency application is hereby granted. Sincerely, [Redacted Text] ATR/FOIA 1096