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Nordam Group Non-Prosecution Agreement

Nordam Group Non-Prosecution Agreement

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Published by Mike Koehler

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Published by: Mike Koehler on Jul 19, 2012
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04/22/2013

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Carlos
F.
rtiz
LeClairRyan
One
Riverfront
Plaza
1037
Raymond
Boulevard
Sixteenth
Floor
Newark,
New
ersey
07102
Re:
The
NORDAM
roup,
nc.
Dear
Mr.
rtiz:
iT.S.
Department of
ustice
Criminal
Divisinn
July
6,
2012
On
he
understandings
specified
below,
he
United
States
Department
of
ustice,
Criminal
Division,
Fraud
Section
the
"Department
")
ill
not
criminally
prosecute
The
NORDAM
roup,
Inc.,
its
subsidiaries,
or
its
affiliates
(collectively,
the
"Company
"),
a
corporation
organised
under
the
laws
of
Delaware and
headquartered
in
Tulsa,
Oklahoma,
or
any
crimes (except
for
criminal tax
violations,
as
to
which
the
Department
does
not
make
any
agreement)
related
to
violations
of
he
anti
-briberyprovisions
of
he
ForeignCorrupt
Practices
Act
(
FCPA
),
Title
15,
United
States
Code,
Section
78dd
-2,
arising
from
and
related
to
the
paying
of
bribesto
employees
of
state
-owned
and
-controlled
customers
in
China,
as
described
in
Attachment
A
attachedhereto,
which
is
incorporated herein
by
reference,
and
any
other
conduct
relating
to
corrupt
payments
by
the
Company
disclosed
by
he
Company
o
the
Department
rior
to the date
on
which
this
Agreement
was
signed.
The
Department
enters
into
this
Non
-
Prosecution
Agreement
based,
in
part,
on
the
following
factors:
(a)
he
Company's
timely,
voluntary,
and
complete
disclosure
of
the
conduct;
(b)
the
Company's
real
-timecooperation
with
the
Department,
including
conducting
an
internal investigation,voluntarily
making
employees
available forinterviews,
and
collecting
and
analyzing
voluminousdocumentsand
information
for
the
Department;
(c)
he
Company's
remedial
efforts
already
undertaken,
including
enhancing
its
internal
audit function,
ts
compliance
program,and
its
due
diligence
protocol
for
third
-party
agents,
and
to
be
undertaken,
including
enhancements
to
its
compliance
program
as
described in
Attachment
B
Corporate
Compliance
Program);
(d)
the
Company's
agreement
to
provide
annual,
written
reports
to
the
Department
on
its
progress
and
experiencein
monitoring
and
enhancing
its
compliance
policies
and
procedures, as described
in
Attachment
C
Corporate
Compliance
Reporting);
and (e)
he
Company
has
agreed
to
continue
to
cooperate
with
the
Department
in
any
ongoing
investigation
of
the
conduct
of
the
Company
and
its
officers,
directors,
employees,
agents,
and
consultants
relating
to
violations
of
the
FCPA
sdiscussed
below.
 
It
is
understood
that
the
Company
admits,
accepts,
and
acknowledges
responsibility
forthe
conduct
et
forth
in
Attachment
A
nd
agrees
not
to
make
any
public
statement
contradicting
Attachment
A.
This
Agreement
does not
provide
any
protectionagainst
prosecution
for
any
crimesexcept as
setforth
above,
and
pplies
only
tothe
Company
and
not
to
any
ther
entities
or
to
any
individuals.
The
Company
expressly
understands
that
the
protections
provided
under
this
Agreement
hall
not
apply
to
any
acquirer
or
successor
entity
unless
and
until
such
acquirer
or
successorformallyadopts
and
executes
this
Agreement.
This
Agreement
hall
have
a
term
of
hree
(3)
ears
from
thedate
that
this
Agreement
s
executed,
except
as
specifically
provided
in
the
following
paragraph.
It
is
understood
that
forthe
three
-year
term
of
his
Agreement,
he
Company
hall•
(a)
ommit
no
elony
under
U.S.
ederal
law;
(b)
truthfully
and
completely
disclose
non
-privileged
information
with
respect
tothe
activities
of
he
Company,
ts
officers,
directors,
employees,
and
others
concerning
all
matters
about
which
the
Department
inquires
of
t,
which
information
can
be
used
for
any
purpose,
except
asotherwise
limited
in
this
Agreement;
and
(c)
ringtothe
Department's
attention
all
conduct
by,
r
criminal
investigations of,
the
Company,
any
of
ts
employees,
ts
subsidiaries,
or
its
affiliates
relating
to
any
felony
under
U.S.
federal
law
that
come
to
the
attention
of
the
Company's
enior
management,
swellas
any
dministrative
proceeding
or
civil
action
brought
by
any
overnmental
authority thatalleges
fraud or
corruption
by
r
against
the
Company.
Until
the
date
upon
which
all
investigations
and
any
prosecution
arising
out
of
the
conduct
escribed
in
this
Agreement
re
concluded, whether
or
not
they
are
concluded
withinthe
term
of
this
agreement,
the
Company
shall,
subjectto
applicable
laws
or
regulations:
(a)
cooperate
fully
with
the
Department,
the
Federal
Bureau
of
nvestigation,
andany
other
law
enforcement
agency
designated
by
he
Department
regardingmatters
arising
out
of
he
conductcovered
by
his
Agreement;
b)
ssist
the
Department
n
any
nvestigation
or
prosecution
arising
out
of
he
conduct
covered
by
this
Agreement
by
providing
logistical
and
technical
support
for
any
meeting,
interview,
grandjury
proceeding, or
any
rial
or
othercourt
proceeding;
(c)
se
its
best
efforts
promptly
tosecure
the
attendance
and
ruthful
statements
ortestimony
of
ny
fficer,
director,
agent,
or
employee
of
he
Company
t
any
eeting
or
interview
orbefore
the
grandjury
or
at
any
rial
or
other
court
proceeding
regardingmatters
arising
out
of
he
conduct
overed
by
this
Agreement;
and
(d)
rovide
the
Department,
upon
request,
all
non
-
privileged
information,
documents,
records,
or
other tangible
evidence
regardingmatters
arising
out
of
the
conduct
covered
by
this
Agreement
about
which
the
Department
or
any
designated
law
enforcement
agency
nquires.
It
is
understood
that
the
Company
has
agreed
to
pay
a
monetary
penalty
of
2,000,000.
The
Company
agreesto
pay
this
sum
tothe
United
States
Treasury
within
ten
(10)
days
of
executing
this
Agreement.
The
Company
acknowledges
hat
no
tax
deduction
may
be
ought
in
connection
with
this
payment.
In
addition
to the
factors
already
identified
above,
pursuant
to
United
States
Sentencing
Guidelines
§
8C3.3,
he
parties
agree
to
a
ine
substantially
below
thestandard
range
under
the
United
States
SentencingGuidelines
because
the
Company
has
fully
demonstrated
to the
Department
that
a
ine
exceeding$2,000,000
willsubstantially
jeopardize
 
the
Company's
continued
viability.
This
discountrecognizes
that,
over
a
period
of
months,
he
Company
ully
cooperated with
the
Department
and
with
an
independent
accountingexpert
that
the
Department
retainedto
review
the
Company's
financial
condition.
Following
that
review,
the
Department
and
its
independent
expert
both
concluded
that
this
discount
was
appropriate
under
the
Sentencing
Guidelines.
It
is
understood
that
the
Company
will
strengthen
its
compliance,
bookkeeping,
and
internal
control
standards
and
procedures,
as
setforth
in
Attachment
B.
It
is
further
understood
that
the
Company
will
report to
the
Department
periodically
regardingremediation
and
implementation
of
the
compliance
programand
internal
controls,
policies,
and
procedures,asdescribed
in
Attachment
C.
It
is
understood
that,
if
the
Department
n
its
sole
discretion
determines
thatthe
Company
has
committed
any
elony
under
U.S.
ederal
law
fter
signing
this
Agreement,
hat the
Company
has
deliberately
given
false,
incomplete, or
misleading
testimonyor
information
at
any
time
in
connectionwith
this
Agreement,
orthe
Company
otherwise
has
violated
any
provision
of
his
Agreement,
he
Company
shallthereafter
be
subjectto
prosecution
for
any
violation
of
ederal
law
which
the
Department
has
knowledge,
including
perjury
and
obstruction
of
ustice.
Any
such
prosecution
that
is
not
time
-
barred
by
the
applicable
statute
of
imitations
on
the
date
thatthis
Agreement
is
executed
may
be
commenced
against
the
Company,
notwithstandingthe
expiration
of
he
statute
of
imitations
duringthe
term
of
his
Agreement
lus
one
year.
Thus,
by
signing
this
agreement,
the
Company
agrees
that
the
statute
of
imitations
with
respect
to
any
prosecution
that
is
not time
-
barred
as
of
he
date
this
Agreement
is
executed
shall
be
tolled
for
the
term
of
his
Agreement
lus
one
year.
It
is
understood
that,
if
he
Department
n
its
sole
discretion
determines
that the
Company
has
committed
any
elony
under
U.S.
ederal
law
fter
signing
this
Agreement,
hat the
Company
has
given
false,
incomplete,ormisleadingtestimony or
information
in
connection with
this
Agreement,
r
that
the
Company
otherwise
has
violated
any
provision
of
his
Agreement:
a)
ll
statements
made
by
he
Company
o
the
Department
r
other
designated
law
enforcement
agents,
including
Attachment
A
ereto,
and
any
testimonygiven
by
he
Company
efore
a
grand jury
or
other
tribunal,
whether
before
or
after
theexecution
of
his
Agreement,and
any
eads
from
such
statements
ortestimony,
shall
be
admissible
in
evidence
in
any
criminal
proceedingbrought
against
the
Company;
and
(b)
the
Company
shallassert
no
claim
under
theUnited
States
Constitution,
any
statute,
Rule
410
of
he Federal
Rules
of
vidence,
or
any
other
federalrulethat
such
statements
or
any
leads
therefrom
are
inadmissible
orshould
be
suppressed.
By
signing
this
Agreement,
he
Company
waives
ll
rights
in
the
foregoing
respects.
In
the
event
that
the
Department
determines
that
the
Company
has
breached
this
Agreement,
he
Department
agrees
to
provide
the
Company
with
writtennotice
of
uch
breach
prior
to
instituting
any
prosecution
resulting
from
such
breach.the
Company
shall,
within
thirty
(30)
ays
of
eceipt
of
uch
notice,
have
theopportunity
to
respond
to
the
Department
nwritingto explain
the
nature
and
circumstances
of
such
breach,
as
well
as
the
actions
the
Company
hastaken
to
address
and
remediate
the
situation,
which
explanation the
Department
shall
consider
in
determining
whether
o
institute
a
prosecution.
3

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