Insider Trading

Question 1

To what entities does the Insider Trading Policy apply?

Answer 1

Transactions in the Company’s Securities, as well as the securities of publicly traded companies with whom the Company has a business relationship.

Question 2

To whom does the Insider Trading Policy apply?

Answer 2

All Insiders - employees, officers, directors, and consultants of the Company and its subsidiaries, members of their families, households - and anyone who receives material non public information from any of them (Insiders)

Question 3

With which publicly traded companies does the Company have a relationship?

Answer 3

Tbd

Question 4

To what transactions does the Insider Trading Policy apply?

Answer 4

Common stock, options for common stock, and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as securities relating to the stock, whether or not issued by the Company, such as Exchange traded options.

Question 5

What are the 8 activities prohibited by the Policy?

Answer 5

1 Trading on Material Nonpublic Information
2 Short sales of securities
3 Tipping
4 Hedging transactions
5 Holding securities in Margin Accounts
6 Exceptions for Hardship
7 Disclosing Confidential Information
8 Violation of Blackout or PreTrade Notification Procedures

Question 6

What law (tbd)

Answer 6

Section 16 of the Securities Exchange Act of 1934

Question 7

What are our Blackout periods?

Answer 7

From close of market on 15th day of 3rd month of each quarter through beginning of 2nd trading day following release of Company’s earnings for the quarter

AND event-specific periods about which Insiders will be notified

Question 8

What are some examples of event specific blackout periods?

Answer 8

TBD

Question 9

What is potential liability for Insider Trading?

Answer 9

Criminal fines up to $5MM
Imprisonment up to 20 years
Civil fines up to 3x profit gained or loss avoided

Company may also impose sanctions for failure to comply, including dismissal for cause, whether or not the failure to comply with the Policy results in a violation of law

Question 10

What is the liability for Tipping?

Answer 10

Insiders may be liable for Tipping even when they do not benefit from it or from the Tippee’s trading activity

Question 11

With which publicly traded companies does the Company have a relationship?

Answer 11

Tbd

Question 12

To what transactions does the Insider Trading Policy apply?

Answer 12

Common stock, options for common stock, and any other securities the Company may issue from time to time, such as preferred stock, warrants and convertible debentures, as well as securities relating to the stock, whether or not issued by the Company, such as Exchange traded options.

Question 13

What are the 8 activities prohibited by the Policy?

Answer 13

1 Trading on Material Nonpublic Information
2 Short sales of securities
3 Tipping
4 Hedging transactions
5 Holding securities in Margin Accounts
6 Exceptions for Hardship
7 Disclosing Confidential Information
8 Violation of Blackout or PreTrade Notification Procedures

Question 14

What law (tbd)

Answer 14

Section 16 of the Securities Exchange Act of 1934

Question 15

What are our Blackout periods?

Answer 15

From close of market on 15th day of 3rd month of each quarter through beginning of 2nd trading day following release of Company’s earnings for the quarter

AND event-specific periods about which Insiders will be notified

Question 16

What are some examples of event specific blackout periods?

Answer 16

TBD

Question 17

What is potential liability for Insider Trading?

Answer 17

Criminal fines up to $5MM
Imprisonment up to 20 years
Civil fines up to 3x profit gained or loss avoided

Company may also impose sanctions for failure to comply, including dismissal for cause, whether or not the failure to comply with the Policy results in a violation of law

Question 18

What is the liability for Tipping?

Answer 18

Insiders may be liable for Tipping even when they do not benefit from it or from the Tippee’s trading activity

Question 19

What is the one exception allowed by Addendum to this Policy?

Answer 19

Exception for Approved 19b5-1 Plans

Question 20

What is a 10b5-1 Plan?

Answer 20

A valid plan is entered into outside of a blackout period, approved by our Acquisitions and Capital Market Committee, a binding contract to purchase or sell the security, via a third party following a written plan for trading, which specifies the amount and price and date of transactions, or includes a formula for determining such, and not permit the trader any influence over how when or whether to effect a trade

Question 21

Bottom line what is THE restriction on our trading and transacting?

Answer 21

We must refrain even outside of a Blackout Period without FIRST complying with the Company’s pre-trade notification process, which applies even to the exceptions in the Insider Trading Policy (stock option exercise, bona ride gifts, and entering into a 10b5-1 plan)