January 24, , as revised October 30, Employees, officers and directors are individually responsible to understand and comply with this Policy. Definition of Material Nonpublic Information. It is not possible to define all categories of material information. However, information should be regarded as material if there is a substantial likelihood that it would be considered important to a reasonable investor in making a voting decision or an investment decision to buy, hold or sell securities.
Because trading that receives scrutiny will be evaluated after the fact with the benefit of hindsight, questions as to the materiality of particular information should be resolved in favor.
Officers, directors and certain other employees are subject to the Blackout Period provisions described in Section 8. While it may be difficult under this standard to determine whether particular information is material, there are various categories of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information may include: Projections of future earnings or losses;. News of a pending or proposed merger, acquisition or tender offer;.
News of a pending or proposed acquisition or disposition of significant assets;. Actions of regulatory agencies;. News of a pending or proposed acquisition or disposition of a subsidiary;. Impending bankruptcy or financial liquidity problems;. Gain or loss of a significant customer or supplier;. Significant energy generation or supply problems;. Stock splits and stock repurchase programs;. New equity or debt offerings;. Significant litigation exposure due to actual or threatened litigation; and.
Changes in senior management. Statement of Policy General Policy. It is the policy of the Company to oppose the unauthorized disclosure of any nonpublic information acquired in the workplace, the use of Material Nonpublic Information in securities trading and any other violation of applicable securities laws.
Trading on Material Nonpublic Information. If, for example, the Company were. Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden.
Liability for Insider Trading. SEC civil enforcement injunctions. Tippers and tippees would be subject to the same penalties and sanctions as described above, and the SEC has imposed large penalties even when the tipper or tippee did not profit from the trading. The Company and its supervisory personnel, if they fail to take appropriate steps to prevent illegal insider trading, may in certain circumstances, be subject to the following penalties: Possible Company-Imposed Disciplinary Actions.
The period commencing on the tenth calendar day of the third fiscal month of each of the first three fiscal quarters i. March 10, June 10 and September 10, as applicable and commencing on the first calendar day of the third fiscal month of the fourth fiscal quarter i. December 1 and, in each case, ending at the close of business on the second Trading Day following the date of public disclosure of the financial results for such fiscal quarter which is generally 30 to 75 days after the end of such quarter.
If such public disclosure occurs on a Trading Day before the markets close, then that day shall be considered the first Trading Day. If such public disclosure occurs after the markets close on a Trading Day, then the date of public disclosure shall not be considered the first Trading Day following the date of public disclosure.
Typically, this will occur when there are nonpublic developments that would be considered material for insider trading law purposes, such as, among other things, developments relating to regulatory proceedings or a major corporate transaction. The purpose behind the Blackout Period is to help establish a diligent effort to avoid any improper transactions.
Although the Company may from time to time impose special Blackout Periods, because of developments known to the Company and not yet disclosed to the public, each person is individually responsible at all times for compliance with the prohibitions against insider trading.
The Insider Trading Compliance Officer must pre-clear each proposed trade or transfer. The Insider Trading Compliance Officer is not under any obligation to approve a trade submitted for pre-clearance, and may determine not to permit a trade. To facilitate the process, the Company has prepared a pre-clearance form, attached hereto as Exhibit A, to be completed and provided to the Insider Trading Compliance Officer. The Insider Trading Compliance Officer will assist with the approval process.
No trade or transfer may be effected until the requesting employee, officer or director has received the approved Pre-Clearance Request Form, even if two 2 business days have passed since the Pre-Clearance Request Form was submitted. The Company may also find it necessary, from time to time, to require compliance with the pre-clearance process from employees designated as Designated Insiders.
Any executive officer and director who wishes to implement a trading plan under SEC Rule 10b must first pre-clear the plan with the Insider Trading Compliance Officer. As required by Rule 10b, an executive officer or director may enter into a trading plan only when he or she is not in possession of Material Nonpublic Information.
In addition, a trading plan may not be entered into during a Blackout Period. Transactions effected pursuant to a pre-cleared trading plan will not require further pre-clearance at the time of the transaction. Every employee, officer and director has the individual responsibility to comply with this Policy against insider trading, regardless of whether a transaction is executed outside a Blackout Period or is pre-cleared by the Company.
Employee Stock Purchase Plan. This Policy also does not apply to purchases of Company stock resulting from lump sum contributions to the plan, provided that the participant elected to participate by lump-sum payment at the beginning of the applicable enrollment period. This Policy also applies to his sale of any Company stock purchased pursuant to the plan. All employees should treat Material Nonpublic Information about.
Section 16 Liability - Directors and Officers. The Company will provide separate memoranda and other appropriate materials to the affected officers and directors regarding compliance with Section 16 and its related rules. The rules on recovery of short-swing profits are absolute and do not depend on whether a person has Material Nonpublic Information. Accordingly, transactions in puts, calls or other derivative securities, on an exchange or in any other organized market, are prohibited.
Hedging or Monetization Transactions. Certain forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts, allow an employee, officer or director to lock in much of the value of his stock holdings, often in exchange for all or part of the potential for upside appreciation in the stock.
These transactions would allow an employee, officer or director to continue to own the covered securities, but without the full risks and rewards of ownership. When that occurs, their interests and the interests of the Company and its shareholders may be misaligned and may signal a message to the trading market that may not be in the best interests of the Company and its shareholders at the time it is conveyed.
Accordingly, hedging transactions and all other forms of monetization transactions are prohibited. Margin Accounts and Pledges. Similarly, securities pledged or hypothecated as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. A margin sale or foreclosure sale may occur at a time when the pledgor is aware of Material Nonpublic Information or otherwise is not permitted to trade in Company securities pursuant to Blackout Period restrictions.
Thus, employees, officers and directors are prohibited from pledging Company securities as collateral for a loan. Additionally, shares of Company stock may not be held in a margin account. This Policy continues to apply to transactions in Company securities even after an employee, officer or director has resigned or terminated employment. If the person who resigns or separates from the Company is in possession of Material Nonpublic Information at that time, he or she may not trade in Company securities until that information has become public or is no longer material.
Communications with the Public. The Company has established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately upon its release. Pursuant to Company policy, only the executive officers who have been authorized to engage in communications with the public may disclose information to the public regarding the Company and its business activities and financial affairs.
The public includes, without limitation, research analysts, portfolio managers, financial and business reporters, news media and investors. Employees who inadvertently disclose any Material Nonpublic Information must immediately advise the Insider Trading Compliance Officer so the Company can assess its obligations under Regulation FD and other applicable securities laws. Morehead Street, Suite All employees, officers and directors of the Company must certify their understanding of, and intent to comply with, this Policy.
Please return the enclosed certification immediately to: The general nature of the transaction is as follows i. The undersigned is not in possession of Material Nonpublic Information as defined in the Insider Trading Policy about the Company and will not enter into the transaction if the undersigned comes into possession of Material Nonpublic Information about the Company between the date hereof and the proposed trade execution date.
The undersigned has read and understands the Policy and certifies that the above proposed transaction will not violate the Policy.
The undersigned agrees to advise the Company promptly if, as a result of future developments, any of the foregoing information becomes inaccurate or incomplete in any respect. The undersigned understands that the Company may require additional information about the transaction, and agrees to provide such information upon request.
Insider Trading Compliance Officer.More...