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Host Organization to propose candidates, along with its preferences among the candidates, and Reporting Agency selects.

1) Must be a French national;
2) Demonstrated experience with respect to the FCPA, the anti-corruption provisions of French law, and other applicable anti-corruption laws, including experience counseling on FCPA issues;
3) Experience designing and/or reviewing corporate compliance policies, procedures and internal controls, including FCPA and anti-corruption policies, procedures and internal controls;
4) The ability to access and deploy resources as necessary to discharge the Monitor's duties under the Agreement;
5) Sufficient independence to ensure effective and impartial performance of the Monitor's duties under the Agreement.

Evaluate, in the manner set forth in Paragraphs 2-11 in Attachment D of the Agreement, the effectiveness of internal controls, record keeping, and financial reporting policies and procedures as they relate to current and ongoing compliance with the books and records, internal accounting controls, and anti-bribery provisions of the FCPA, the anti-corruption provisions of French law, and other applicable foreign law counterparts and take such reasonable steps as, in the Monitor's view, may be necessary to fulfill the Monitor's mandate under the Agreement.

Alcatel will cooperate fully with the Monitor and the Monitor will have the authority to take such reasonable steps as, in its view, may be necessary to be fully informed about Alcatel's compliance program within the scope of the Monitor's mandate in the Agreement. Alcatel will: 1) facilitate access to documents and other information and resources; 2) not limit such access, except as provided under the Agreement; and 3) provide guidance on applicable local law (such as relevant data protection and labor laws) to allow the Monitor to fulfill its mandate. Alcatel will provide the Monitor with access to all information, documents, records, facilities, and/or employees that fall within the scope of the Monitor's mandate, as reasonably requested and in accordance with the Agreement.

The Monitor will not establish an attorney-client, auditor-client, or similar relationship with Alcatel that would otherwise prevent the Monitor from fulfilling its mandate under the Agreement.

Monitor's reports and workplans go to the French Authority, which "may forward such information in accordance with French law to the Department"

In undertaking its assessments and reviews, the Monitor will formulate conclusions on, among other things:
1) inspection of relevant documents, including Alcatel's current anti-corruption code, policies and procedures;
2) on-site observation of selected systems and procedures of Alcatel at sample sites, including internal controls and record-keeping and internal audit procedures;
3) meetings with and interviews of relevant employees, officers, directors, and other persons at mutually convenient time and places; and
4) analyses, studies, and testing of Alcatel's compliance program with respect to anti-corruption laws.

Will not be employed or affiliated with Host Organization for a period of not less than one year from the date on which the Monitor's term expires.