Form O.2
Inside Trading and Blackout Restrictions Applicable to Vendors
I. POLICY
______and its subsidiaries (“Customer” or “Company”) have adopted the following policies regarding compliance with the federal securities laws and Securities and Exchange Commission (“SEC”) regulations:
1.Possession of Material Nonpublic Information About Customer. No individual who provides services to Customer as a vendor (“Customer Service Provider”) may purchase or sell any Customer common stock or any other type of security that Customer may issue in the future while in possession of material nonpublic information about the Company. As described further below, stock transactions might be permissible under this Policy if (i) made in compliance with an SEC Rule 10b5-1 Plan disclosed in writing to the Company’s Corporate Secretary, and (ii) entered into in compliance with this Policy.
2.No Unauthorized Disclosure of Material Nonpublic Information About Customer. No Customer Service Provider may selectively disclose material nonpublic information about Customer. Customer Service Providers must not pass material nonpublic information on to others, except as expressly authorized by Customer and within the scope of their services to Customer. Customer has established a centralized disclosure process by appointing designated spokespersons who are the only personnel authorized to discuss information about Customer outside of the company. Unless a Customer Service Provider has been expressly authorized by Customer’s CEO, CFO, or Vice President of Corporate Communications or their designees to act as a spokesperson for Customer, that Customer Service Provider may not respond to inquires from the press or analysts, or make any other disclosures of material nonpublic information about Customer.
3.No Shorting of Customer Stock. No Customer Service Provider may “short” Customer stock.
4.No Purchase of “Puts” or “Collars” on Customer Stock. No Customer Service Provider may purchase “puts” or “collars” for Customer stock unless made in compliance with an SEC Rule 10b5-1 Plan provided in writing to the Company’s Corporate Secretary.
5.“Blackout” Periods That Prohibit the Purchase or Sale of Customer Stock. Customer has established different “Blackout” periods, depending on a person’s title or role within Customer. On the dates when a Blackout period applies to you, you may not purchase or sell any Customer stock. The different Blackout periods apply to people as follows:
(a)Quarterly Blackout Period Applicable to All Customer Service Providers. No Customer Service Provider may purchase or sell (whether or not pursuant to anSEC Rule 10b5-1 Plan or a stock option exercise) any Customer stock on the day that quarterly financial results are announced by Customer or during the two business days before or after that announcement.
(b)Extended Quarterly Blackout Period Applicable to All Officers and Certain Customer Service Providers. Unless made in compliance with an SEC Rule 10b5-1 Plan provided in writing to the Company’s Corporate Secretary, the following individuals may not purchase (unless the purchase is through the exercise of a stock option) or sell any Customer stock starting on the first day of the last month of each fiscal quarter (August 1, November 1, February 1 and May 1) and continuing through the second business day following the announcement of Customer’s quarterly financial results for that quarter (the “Extended Quarterly Blackout”):
oall Customer officers (vice presidents and above) and
oeach Customer Service Provider who has been notified by Customer of his or her placement on the Extended Quarterly Blackout list (e.g., individuals working on a possible material acquisition or individuals working with material nonpublic financial information about Customer).
Non-Customer Service Providers not included on the Extended Quarterly Blackout list are subject only to the trading restrictions identified above in Section 5(a).
(c)Blackout Periods That Prohibit or Allow Stock Option Exercises. The exercise of avested stock option may or may not be allowed during a Blackout period. Whether the exercise of stock is allowed is determined (i) on when the exercise occurs and (ii) the position held by the person who holds the stock option. Please note: If a stock option exercise is allowed during a Blackout period, the shares of Customer stock issued upon exercise may not be sold until the Blackout period ends.
(i)Stock Option Exercise Prohibition Applicable to All Customer Service Providers. No Customer Service Provider who holds vested Customer stock options may exercise a stock option on the day when quarterly financial results are announced by Customer or during the two business days before or after that announcement.
(d)Blackout Periods That Prohibit or Allow Stock Transactions Under an SEC Rule 10b5-1 Plan. SEC Rule 10b5-1 provides for an affirmative defense to allegations of insider trading if the purchase or sale of stock is made under a written trading plan that complies with Rule 10b5-1 (an “SEC Rule 10b5-1 Plan”). The purchase of sale of Customer stock under an SEC Rule 10b5-1 Plan may or may not be allowed during a Blackout period. Whether a stock transaction is allowed is determined based on (i) when the transaction occurs and (ii) the position held by the person who adopted the SEC Rule 10b5-1 Plan. No SEC Rule 10b5-1 Plan may be adopted during a Blackout period applicable to the person who is adopting that plan, and no transactions may commence under a properly submitted SEC Rule 10b5-1 Plan until at least two weeks after adoption of the SEC Rule 10b5-1Plan (assuming the stock transaction is not otherwise restricted as described below).
(i)SEC Rule 10b5-1 Plan Transaction Prohibition Applicable to All Customer Service Providers. No Customer Service Provider may purchase or sell any Customer stock under an SEC Rule 10b5-1 Plan on the day quarterly financial results are announced by Customer or during the two business days before or after that announcement.
6.Form 4 Filing Information. Each SEC Section 16 Officer and each member of the Board of Directors of Customer must provide to Customer’s Corporate Secretary on the same day of any Customer stock transaction, all information necessary to allow Customer to complete and file aForm 4 with the Securities and Exchange Commission. Customer’s Corporate Secretary will file the required Form 4 with the Securities and Exchange Commission by the end of the second business day after the Customer stock transaction.
7.Former Employees. Former employees of Customer (and all other persons and entities) are subject to applicable laws and regulations which prohibit unlawful insider trading.
II. PURPOSE
This Policy is intended to require compliance by Customer Service Providers with the federal securities laws. Insider trading—trading in securities on the basis of material nonpublic information regarding the issuer of the securities in breach of confidentiality or other fiduciary obligations—is illegal. Selective disclosure of material nonpublic information may also violate federal securities laws, even if the employer does not trade securities. Violations of federal securities laws can subject Customer Service Providers and the Company to severe civil and criminal penalties.
III. BACKGROUND
In the course of performing their duties, Customer Service Providers may obtain nonpublic information regarding Customer. This nonpublic information may include, for example: earnings, major contract awards or losses, major product announcements, mergers and acquisitions, and major personnel changes. Customer provides this information to Customer Service Providers based on an expectation that Customer Service Providers will keep the information confidential (except as authorized by Customer) and will use the information solely for Customer’s benefit.
IV. DEFINITIONS
Material informationis any information that a reasonable investor would consider important in a decision to buy, hold, or sell stock. Any information that could reasonably be expected to affect the price of the stock is material. If, after learning about an event or change in circumstance regarding Customer, an employee believes that he or she would be more likely to make a trade in Customer’s stock, the employee should treat that information as material. Before making a trade in Customer’s securities, an employee should carefully evaluate whether the Customer information known to them is material. The employee should complete the trade only if the employee has carefully and reasonably concluded that the Customer information is not material or has been disclosed to the public, and the trade complies with this Policy.
Nonpublic information,or inside information, is information that is not generally known to the public.
Material nonpublic informationis, therefore, information that a reasonable investor would consider important in a decision to buy, hold or sell stock, but which is not generally known to the public.
Employeemeans any officer, employee, director, or agent of, or consultant or independent contractor to, Customer, and “Family Members” (as defined below) who share the same residence.
Security, securities or stockmeans any common stock, preferred stock, note, bond, debenture of a company, or any option, warrant, put or call to acquire any of the foregoing. The insider trading rules apply to all Customer securities held by a Customer Service Provider whether or not the securities were acquired in any manner before or after employment, or before or after obtaining any inside information.
SEC Section 16 Officersmeans Customer’s CEO, CFO, Chief Marketing and Human Resources Officer, Executive Vice Presidents, General Counsel and certain senior vice presidents who have been identified by the Board of Directors as being subject to the restrictions of Section 16 of the Securities Exchange Act of 1934.
Family Membersare any individuals living in the household of the Customer Service Provider. The restrictions described in this policy apply to Family Members. A Customer Service Provider is expected to be responsible for compliance by Family Members.
V. TIPPING
Customer Service Providers must not pass material nonpublic information on to others, except as expressly authorized by Customer and within the scope of their services to Customer. If a Customer Service Provider tips material, inside information to someone (a tippee), who trades based on the information, then both the Customer Service Provider and the tippee are liable under the federal securities laws. Penalties under the federal securities laws apply whether or not the Customer Service Provider derives a benefit from the tippee’s actions.
VI. SELECTIVE DISCLOSURE
To guard against release of material, nonpublic information to market participants in a prohibited manner, all inquiries seeking information regarding Customer, its business and financial results, must be referred to Customer’s Corporate Communications Department. Customer Service Providers must also comply with Customer’s separately policy concerning Disclosure of Information to the Public, the Media and Analysts (available on the Portal).
VII. QUESTIONS
Avoiding liability for violations of insider trading rules requires consideration of these rules before making a stock trade. Each Customer Service Provider is responsible for his or her compliance with these rules and should consult with his or her legal or financial advisor to the extent the Customer Service Provider deems appropriate. Any questions relating to this policy may be directed to Customer’s Corporate Communications Department or Customer’s General Counsel.
VIII. SCOPE
The insider trading rules apply to any Customer Service Provider who learns material nonpublic information in connection with his/her services to Customer. For example, a receptionist who reads a fax regarding a significant new customer contract and then buys shares of Customer Common Stock may be guilty of violating insider trading laws.
Quarterly Blackout Dates
Under Customer’s Insider Trading Policy
Quarterly Blackout Dates as set forth on the Customer website which can be found at