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Host Organization proposes three candidates from whom Reporting Agency, in its sole discretion, selects the Monitor. DOJ Policy.

1. Demonstrated experise with respect to the FCPA, including experience counseling on FCPA issues:
2. Experience designing and/or reviewing corporate compliance policies, procedures and internal controls, including FCPA-specific policies, procedures and internal controls;
3. The ability to access and deploy resources as necessary to discharge the Monitor's duties per the NPA;
4. Sufficient independence from the Host Organization to ensure effective and impartial performance of the Monitor's duties under the NPA.

Primary responsibility is to assess and monitor compliance with the Terms of the Agreement so as to specifically address and reduce the risk of the recurrence of misconduct, including evaluating the corporate compliance program with respect to the FCPA and other relevant anti-corruption laws, and making recommendations for improvement. Includes:
1. Review and evaluate the effectiveness of internal controls, record keeping, and financial reporting policies and procedures as they relate to compliance with the books and records, internal accounting controls, and anit-bribery provisions of the FCPA and other applicable anti-corruption laws. Review shall include an assessment of those policies and procedures as actually implemented. Monitor's engagement letter to incorporate the Agreement by reference.
2. Company shall cooperate fully with Monitor and Monitor shall have the authority to take such reasonable steps, in his or her view, as may be necessary to be fully informed about the compliance program and operations of the Company within scope of his or her responsibilities under the Agreement. Monitor shall have access to all information, documents, and records that are not subject to protection from disclosure by the attorney-client privilege or the attorney work product doctrine and access to facilities and/or employees that fall within the scope of responsibilities of the Monitor under the Agreement.
3. Monitor is an independent third party, not an employee or agent of the Company or the Department and no attorney client relationship shall be formed between the Company and the Monitor.

1. Assess whether the Company's existing policies, procedures and internal controls are reasonably designed to detect and prevent violations of the FCPA and other applicable anti-corruption laws.
2. Assess, monitor, and evaluate the Company's compliance with the terms of the NPA.
3. Oversee the Company's implementation of and adherence to all existing, modified or new policies, procedures or internal controls relating to compliance with the FCPA and other applicable anti-corruption laws, including the minimum policies and procedures of the Compliance Code as set forth in Appendix B (the "Policies and Procedures")
4. Ensure that the Policies and Procedures are appropriately designed to accomplish their goals.
5. Conduct an initial review and prepare an initial report, followed by two follow up reports.

DOJ - No work or employment for a period of not less than one year from the date the Monitor's work has ended. SEC - two year prohibition on employment or representation.