FTC MONITOR AGREEMENT 

BETWEEN 

ZF FRIEDRICHSHAFEN AG, 

TRW AUTOMOTIVE HOLDINGS CORP. 

AND 

COMPETITIONRX LTD. 

21 April 2015 
FTC MONITOR AGREEMENT 

BETWEEN: 

I. ZF Friedrichshafen AG (hereafter "ZF"), a company organized under the laws of 

Germany, which has its registered seat at Graf-von-Soden-Platz 1, 88046 

Friedrichshafen, Germany, 

2. TRW Automotive Holdings Corp. (hereafter "TRW"), a public corporation 

organized, existing and doing business under and by virtue of the laws of the State of 

Delaware, with its office and principal place ofbusiness located at 12001 Tech Center 

Drive, Livonia, MI 48150, United States of America, 

ZF and TRW are hereafter referred to as the "Respondents". 

AND: 

3. CompetitionRx Ltd, a company organized under the laws of the United Kingdom, 

which has its registered offices at 35 Ballards Lane, London, N3 IXW, United 

Kingdom, represented by Thomas Hoehn, (hereafter the "Monitor"). 

WHEREAS: 

The Federal Trade Commission ("FTC") has initiated an investigation of the acquisition by 

ZF of TRW. ZF and TRW have executed an Agreement Containing Consent Orders 

("Consent Agreement") with ZF and TRW consenting to the issuance of an Order to Hold 

Separate and Maintain Assets (the "Hold Separate Order"), and a Decision and Order (the 

"D&O," and together with the Hold Separate Order, the "Orders"). The Orders contain, inter 

alia, the obligations of ZF and TRW to divest the TRW L&S Business (as defmed in the 

Orders) to an Acquirer, who receives the prior approval of the FTC and in a manner that 

receives the prior approval of the FTC, and to hold separate and maintain the TRW L&S 

Business pending the divestiture. 

In the Orders, the FTC will appoint the Monitor as Monitor (as defmed in the D&O) and 

Hold Separate Monitor (as defined in the Hold Separate Order). 

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IT HAS BEEN AGREED AS FOLLOWS: 

Section A: Engagement of Monitor 

1. ZF hereby engages the Monitor in his capacity as the Hold Separate Monitor effective 

when the Hold Separate Order becomes fmal, and as the Monitor under the D&O 

when the D&O becomes fmal. 

2. The Monitor hereby accepts the said engagement as Hold Separate Monitor and 

Monitor. 

Section B: Duties, Rights, and Obligations of the Hold Separate Monitor and 

Respondents under the Hold Separate Order 

1. The Hold Separate Monitor shall: 

a. monitor the organization and operations of the Hold Separate Business; 

b. supervise the management of the Hold Separate Business by TRW Key 

Employees; 

c. maintain the independence of the Hold Separate Business; and 

d. monitor Respondents' compliance with their obligations pursuant to the 

Orders. 

2. Respondents hereby transfer to and confer upon the Hold Separate Monitor all rights, 

powers and authority necessary to permit the Hold Separate Monitor to perform his 

duties and responsibilities pursuant to the Hold Separate Order and in a manner 

consistent with the purposes of the Orders and in consultation with the Commission 

staff. 

3. The Hold Separate Monitor shall carry out the Hold Separate Monitor's duties and 

responsibilities as outlined in the Hold Separate Order, including submitting periodic 

reports to the Commission concerning the efforts to accomplish the purposes of the 

Hold Separate Order and Respondents' compliance with its obligations under the 

Orders. 

Section C: Duties, Rights, and Obligations of the Monitor and Respondents under 

theD&O 

1. Respondents shall facilitate the ability of the Monitor to comply with the duties and 

obligations set forth in the D&O, and shall take no action that interferes with or 

hinders the Monitor's authority, rights or responsibilities as set forth in the D&O or 

any agreement between the Monitor and Respondents. 

2. The Monitor's duties and responsibilities shall include the following, among other 

responsibilities that may be required: 

a. The Monitor shall act in a fiduciary capacity for the benefit of the 

Commission; 

b. The Monitor shall have the power and authority to monitor Respondents' 

compliance with Paragraphs II. through IV. of the Order and with the 

Divestiture Agreement, including, but not limited to, any Transition Services 

Agreement or Transition Required Input Supply Agreement; 

c. The Monitor shall exercise such power and authority and carry out his or her 

duties and responsibilities in a manner consistent with the purposes of the 

Order and in consultation with the Commission and its staff; 

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d. The Monitor shall review all reports submitted to the Commission by 

Respondents pursuant to the Order and the Consent Agreement, and within 

thirty (30) days from the date the Monitor receives a report, and upon request 

of the Commission or its staff, report in writing to the Commission concerning 

performance by Respondents of their obligations under Paragraphs II. through 

IV. of this Order and with the Divestiture Agreement; and, 

e. During the term of any Transition Services Agreement or Transition Required 

Input Supply Agreement, the Monitor shall provide the Commission with 

written reports at least every sixty (60) days sufficient to determine if 

Respondents are complying fully with the terms of any Transition Services 

Agreement and Transition Required Input Supply Agreement, and with the 

terms of this Order (including the Divestiture Agreement). Thereafter, the 

Monitor shall provide periodic written reports to the Commission upon a 

schedule (but at least annually) that is sufficient to provide the Commission 

with timely information to determine if Respondents have complied and are 

complying with their obligations under this Order (including the Divestiture 

Agreements). In addition, the Monitor shall provide such additional written 

reports as Commission staff may request that reasonably are related to 

determining if Respondents have complied and are complying with their 

obligations under this Order (including the Divestiture Agreements). The 

Monitor shall not provide to Respondents, and Respondents shall not be 

entitled to receive, copies of these reports. 

3. Respondents hereby grant and transfer to the Monitor, and such Monitor shall have, 

all rights, powers, and authority necessary to carry out the Monitor's duties and 

responsibilities, including, but not limited to, the following: 

a. Respondents shall cooperate with any reasonable request of the Monitor and 

shall take no action to interfere with or impede the Monitor's ability to 

monitor Respondents' compliance with Paragraphs II. through IV. of this 

Order and with the Divestiture Agreement; 

b. Within five (5) calendar days of submitting a report required by this Order or 

the Consent Agreement to the Commission, Respondents shall deliver a copy 

of such report to the Monitor; 

Section D: General Duties, Rights, and Obligations of the Monitor and Respondents 

under the Orders 

1. Subject to applicable laws and regulations, the Monitor shall have full and complete 

access to the personnel, books, records, document and facilities of the TRW L&S 

Business, and to any other relevant information as the Monitor may reasonably 

request including, but not limited to, all documents and records kept by Respondents 

in the ordinary course ofbusiness that relate to the TRW L&S Business. Respondents 

shall develop such fmancial or other information as the Monitor may reasonably 

request and shall cooperate with the Monitor. The Monitor shall give Respondents 

reasonable notice of any request for such access or such information. The Monitor 

shall attempt to schedule any access or requests for information in such a manner as 

will not unreasonably interfere with Respondents' operations. At the request of the 

Monitor, Respondents shall promptly arrange meetings and discussions, including 

tours of relevant facilities, at reasonable times and locations between the Monitor and 

employees of Respondents who have knowledge relevant to the proper discharge of 

its duties and responsibilities under the

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0rders. ;::; 
2. The Monitor shall have the authority to employ, at the expense of Respondents, such 

consultants, accountants, attorneys and other representatives and assistants (the 

"Monitor's Consultants") as are reasonably necessary to carry out the Monitor's 

duties and responsibilities. · 

Section E: Confidentiality 

1. The Monitor shall: 

a. maintain the confidentiality of all Confidential Business Information, and any 

other information provided to the Monitor by Respondents, any Prospective 

Acquirer, any Acquirer, any Commission approved Acquirer, the Commission, 

or any employee, representative or advisor thereof, and shall use such 

information only for the purpose of performing his duties and responsibilities 

as Monitor and not for any other purpose, including, but not limited to, any 

other business or personal purpose. The Monitor may disclose Confidential 

Business Information only to: 

1. persons engaged, employed by, or working with the Monitor; 

u. any Acquirer or Commission-approved Acquirer to the extent such 

information is of a non-privileged nature; and 

111. persons employed at the Commission who are working on this matter. 

b. require any Monitor's Consultant to execute a confidentiality agreement that 

requires such persons to treat confidential information, including any 

Confidential Business Information, with the same standards of care and 

obligations of confidentiality to which the Monitor must adhere under this 

Agreement, provided, however, that such confidentiality agreement shall not 

restrict the Monitor from providing any information to the Commission or its 

staff. The Monitor shall maintain a record of persons engaged by the Monitor 

to whom Confidential Business Information has been disclosed; 

c. maintain the confidentiality after the termination of this Agreement of all other 

aspects of the performance of the Monitor's duties and responsibilities under 

this Agreement and shall not disclose any confidential or proprietary 

information relating thereto; and 

d. upon termination of the Monitor's duties under this Agreement, the Monitor 

shall consult with the Commission's staff regarding disposition of any written 

and electronic materials (including materials that Respondents provided to the 

Monitor) in the possession or control of the Monitor that relate to the 

Monitor's duties, and the Monitor shall dispose of such materials, which may 

include sending such materials to the Commission's staff, as directed by the 

staff. In response to a request by Respondents to return or destroy materials 

that Respondents provided to the Monitor, the Monitor shall inform the 

Commission's staff of such request and, if the Commission's staff do not 

object, shall comply with the Respondents' request. Nothing herein shall 

abrogate the Monitor's duty of confidentiality, which includes an obligation 

not to disclose any non-public information obtained while acting as a Monitor, 

for ten (10) years after termination of this Agreement. 

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Section F: Remuneration and Indemnification 

1. Respondents shall pay the Monitor in accordance with the Fee Schedule attached 

hereto as Confidential Exhibit A for all time spent in the performance of the 

Monitor's duties and responsibilities and in the performance of the Monitor's duties 

and responsibilities, and all reasonable and necessary travel time. In addition, 

Respondents will pay the Monitor in accordance with the attached Fee Schedule (i) all 

out-of-pocket expenses incurred by the Monitor in the performance of the Hold 

Separate Monitor's and Monitor's duties, including any travel, and (ii) all fees and 

disbursements incurred by such consultants, accountants, attorneys, and other 

representatives and assistants as are reasonably necessary to carry out the Hold 

Separate Monitor's and Monitor's duties. 

2. Respondents hereby confirm their obligations to indemnify the Monitor acting as the 

Hold Separate Monitor and Monitor, and any Monitor's Consultant retained by the 

Monitor in the fulfillment of the Monitor's duties and responsibilities and hold the 

Monitor and the Monitor's Consultants harmless against any losses, claims, damages, 

liabilities, or expenses arising out of, or in connection with, the performance of the 

Monitor's duties hereunder, including all reasonable fees of counsel and other 

expenses incurred in connection with the preparation for, or defense of any claim, 

whether or not resulting in any liability, except to the extent that such losses, claims, 

damages, liabilities, or expenses result from malfeasance, gross negligence, willful or 

wanton acts, or bad faith by the Monitor. 

Section G: General Provisions 

1. This FTC Monitor Agreement ("Agreement") may not be modified without the prior 

approval of the Commission 

2. In the performance of its functions and duties as Hold Separate Monitor and Monitor, 

the Monitor shall exercise the standard of care and diligence that would be expected 

of a reasonable person in the conduct of his or her own business affairs. 

3. In the event that a disagreement or dispute should arise between Respondents and the 

Monitor concerning Respondents' obligations under the Orders, and in the event that 

such disagreement cannot be resolved by the parties, either party may seek the 

assistance of the Commission's Compliance Division to resolve this issue. 

4. In the event that either Respondents or the Monitor determine that there is a possible 

conflict between the Monitor's duties, responsibilities, or obligations under the Orders 

and under the EC Commitments or the EC Mandate, the Monitor or Respondents 

promptly shall notify the Commission and the European Commission in writing and 

consult with them about the possible conflict. 

5. This Agreement shall terminate the earlier of 

a. thirty (30) days following the termination date set forth in the applicable 

Order; 

b. Respondents' receipt of written notice from the Commission that the 

Commission has determined that Monitor has ceased to act or failed to act 

diligently, or is unwilling or unable to continue to serve as Monitor; 

c. with at least thirty (30) days' advance notice to be provided by Monitor to 

Respondents and to the Commission, upon resignation of the Monitor; or 

d. when Respondents' last obligation under the Orders and the Divestiture 

Agreement that pertain to the Monitor's service have been fully performed; 

provided, however, that the Commission may require that Respondents exten~ 

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this Agreement or enter into an additional agreement with Monitor as may be 

necessary or appropriate to accomplish the purposes of the Orders. 

6. If the Monitor becomes aware during the term of this Agreement that he has or may 

have a conflict of interest that may affect or could have the appearance of affecting 

the performance of any of its duties or responsibilities under this Agreement, the 

Monitor shall promptly inform Respondents and the Commission of any such conflict. 

7. The Monitor shall provide written notice to Respondents and to the Commission if the 

Monitor: 

a. enters into any written or oral Material Agreement with any of the 

Respondents, any Person named as a Proposed Acquirer in any application 

filed by the Respondents with the Commission for the approval of the 

divestiture of the TRW L&S Business, or any Person approved by the 

Commission as the Acquirer of the TRW L&S Business; or 

b. acquires a Material Financial Interest in any of the Respondents, any Person 

named as a Proposed Acquirer in any application filed by the Respondents 

with the Commission for the approval of the divestiture of the TRW L&S 

Business, or any Person approved by the Commission as the Acquirer of the 

TRW L&S Busines. 

8. This Agreement shall be governed by, and construed in accordance with, the laws of 

the State of New York (without giving effect to choice of law principles thereof). 

9. All notices under this FTC Monitor Agreement shall be provided as follows: 

a. To the Commission 

Office of the Secretary 

Federal Trade Commission 

600 Pennsylvania Avenue, NW 

Washington, DC 20580 

United States of America 

and 

By email to: bccomoli;mce@ftc.gov 

b. To the European Commission 

European Commission 

DG Competition 

Unit B-3: Mergers/Energy and Environment 

MADO 24/043 

Place Madou 1 

B-1 049 Brussels/Belgium 

and 

By email to: Henri .PIFF A UT@ec. europa.eu 

c. To the Monitor 

CompetitionR.x Ltd 

Attn: Thomas Hoehn 

47 Dorset Street 

London, Wl U 7ND 

United Kingdom 

and 

By email to: tbomas.hoehn@competitionrx.com 

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d. To Respondent TRW 

TRW Automotive Holdings Corp. 

Attn: JeffCooper 

12001 Tech Center Drive 

Livonia, MI 48150, 

United States of America 

and 

By email to: Jeff.Cooper@trw.com 

e. To Respondent ZF 

ZF Friedrichshafen AG 

Department FM 

Attn: Dr. Martin Grabolle 

Graf-von-Soden-Platz 1 

88046 Friedrichshafen 

Germany 

and 

By email to: marti n.rrrabo lle@zf.com 

Section H: Definitions 

As used in this Agreement, the following defmitions, and all other definitions used in the 

Orders, shall apply: 

1. "EC Commitments" means the Commitments entered by ZF to the EU Commission 

on February 19,2015. 

2. "EC Mandate" means the EU Trustee Mandate executed between ZF and the 

Monitor on April9, 2015. 

3. "Material Agreements" means any agreement or contract pursuant to which the 

Monitor 

a. has or accepts any employment by or is or accepts any appointment as 

Member of the Board or member of other management bodies of the 

Respondents other than appointments pertaining to the establishment and 

performance of the EC Mandate; 

b. bas or accepts any assignments or other business relationships with or 

financial interests in the Respondents that might lead to a Conflict of Interest; 

or 

c. has or accepts any other appointments, assignments or other business 

relationships that may, in view of the circumstances of the particular case, be 

regarded as impairing the Monitor's objectivity and independence in 

discharging its duties under the Agreement. 

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4. "Material Financial Interest" means any assignment or other business relationship 

between the Monitor and the Respondents or investments by the Monitor in the stock 

or securities of the Respondents if such assignments, business relationships or 

investments are outside the normal course of business and are material to the Monitor 

or the Respondents. 

April21, 2015 

On behalf of ZF Friedrichshafen AG 

By: ..DrG'\ e: F\.. 'G<:::u ~'"" p..~ r 

Title: V'P Ma..A / CtJ o-.1> t;;i2-ft \\ 0 tJ ..S. 

On behalf of TRW Automotive Holdings Corp. 

By: UA.~ Title: ik-t-~c\IE VteE" PR£\StDfiJT ~ CFo 

On behalf of CompetitionRx Ltd. 

By: 

Title: 

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4. "Material Financial Interest" means any assignment or other business relationship 

between the Monitor and the Respondents or investments by the Monitor in the stock 

or securities of the Respondents if such assignments, business relationships or 

investments are outside the normal course of business and are material to the Monitor 

or the Respondents. 

April21, 2015 

On behalf of ZF Friedrichshafen AG 

By: j),&'\~f\. ttUYV~ft.t) I 

Title: Vt> 'hA.A j CD o.!j> t;;i2-A \1 () tJ .S. 

By: Y 0 lA \A"'- ,(' U. V.. WC!>()) 

Title: .SQ. M.a.'\t ... ~ P.A ld / (_C)O puq.h'~u.g 

On behalfofTRW Automotive Holdings Corp. 

By: 

Title: 

On behalf of CompetitionRx Ltd. 

By: T/IOH/f s ljet:Jli}....) 

Title: hf! ~c>(<. 

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