- Window Periods
To provide assistance in preventing inadvertent violations and avoiding even the appearance of an improper transaction (which could result, for example, where an officer engages in a trade while unaware of a pending major development), we are implementing the following policy with respect to the timing of trading in the Company's securities:
Directors, executive officers and certain other designated individuals (collectively, "Insiders") are subject to mandatory controls on the timing of purchases and sales of the Company's stock. Such transactions (other than purchases under the ESPP and stock option exercises that are not accompanied by any sale of shares) may normally occur only during four quarterly "window" periods, which follow the publication of the Company's financial results. The Company’s Stock Administrator shall maintain an updated and current list of all Insiders.
Each "window" period is a period that begins one full Trading Day following the public release of the Company's quarterly or annual financial results and terminates at 5:00 pm Eastern Time on the 15th day of the last month of each calendar quarter (or if the 15th day of such month falls on a weekend or holiday, after market on the last Trading Day before the 15th). For example, if the Company releases its quarterly or annual financial results before market open on a Monday, the window period would begin on Tuesday. If the Company releases its quarterly or annual financial results after market close on a Monday, the window period would begin on Wednesday. If the Company releases its quarterly or annual financial results during market hours on a Monday, the window period would begin on Wednesday. The definition of “Trading Day,” for purposes of this Policy, shall be any day that the Nasdaq Stock Market is open.
Insiders will be advised by the Company’s Stock Administrator of the exact beginning and ending dates of each "window" period.
You should note that the window periods are merely times when trading will be permitted absent other factors. The CFO or Chief Legal Officer may shorten the window period (or eliminate one or more window periods in their entirety) in their discretion. Even if the window is open for trading, you may not trade Company securities if you are in possession of material non-public information. Please note that any sales of shares acquired under the ESPP or upon the exercise of stock options are covered by the foregoing window policy.
- Event Specific Black-Outs; Cancellation of Existing Orders.
The Company may, on occasion, engage in a major transaction or experience a significant event which would constitute material nonpublic information. The Company reserves the right to enforce a blackout period, and, in its sole discretion, may prohibit you from trading in Company stock during such transaction or event. As such, the Company may require you to cancel existing orders (including good until cancelled orders) and also may instruct your broker to cancel any such orders. Do not assume that the Company will notify you when it believes you are in possession of inside information. The law states that you may not trade while in the possession of inside information. Ultimately, however, the responsibility for adhering to this Policy and avoiding unlawful transactions rests with the individual employee, officer or director
- Family Members and Estate Planning
Under the assumption that minors living in their household are under custodial control, Insiders are permitted to gift Company stock to minors living in their household outside of window periods. Insiders also are permitted to gift Company stock to family trusts and other estate planning vehicles outside of window periods, if the Insider retains dispositive power over the gifted shares. However, the Company stock gifted to such minors, trusts or other vehicles is subject to the restrictions of this Policy and may not be traded outside of window periods.
Except in the foregoing cases, the Company discourages Insiders from gifting Company stock to family members or estate planning vehicles outside of window periods due to the concern that the Company stock could willfully or inadvertently be traded by the beneficiary outside of a window period in violation of this Policy. Insiders are expected to be responsible for the compliance with this Policy by their immediate family and personal household.
- Gifts of Stock to Exempt Organizations
To avoid improper transactions or the appearance of any improper transactions, the Company prohibits gifts of Company stock to charitable, educational and religious institutions or other exempt organizations as defined in Internal Revenue Code §501(c) outside of window periods, as these institutions would likely trade the Company’s stock promptly. Exceptions may be made in cases where the charitable recipient is unaffiliated with the donor and covenants not to dispose of the stock until the next window period, and such exception shall be approved by the Chief Legal Officer.
- Pre-Clearance for Select Personnel
Trades in Company securities by directors, executive officers and certain other Insiders (collectively, the “Select Personnel”) are subject to scrutiny. As a result, to avoid even the appearance of improper conduct on the part of the Select Personnel, all transactions in Company stock, including all acquisitions, dispositions and transfers (other than purchases under the ESPP, receipt of option grants, and the exercise of options unaccompanied by a sale), by Select Personnel during an open window period must be pre-cleared by the Chief Legal Officer or his designee, or in their absence, by the CFO or his designee. The list of Select Personnel subject to pre-clearance, which comprises a subset of the list of Insiders subject to the window period, will be determined by the Chief Legal Officer and maintained by the Company’s Stock Administrator. As part of the pre-clearance process, Select Personnel must confirm that they are not in possession of material non-public information. All Select Personnel who are subject to Section 16 reporting are required to submit their pre-clearance requests in accordance with the advance notice and documentation requirements of the Company’s Section 16 Compliance Program.
Pre-clearance does not relieve anyone of his or her responsibility under SEC rules. All employees are responsible for adherence to this Policy, including, but not limited to: not trading on insider information; not trading in securities on a short-term basis; not purchasing Company stock on margin; not “shorting” Company stock; and not purchasing, selling puts or calls on Company stock and other transactions prohibited under this Policy.
- Notice of Status
All employees designated as Insiders will receive notice from the Company’s Stock Administrator, informing them that they are subject to the window policy and, in the case of Select Personnel, to the pre-clearance policy. While the foregoing window policy is not mandatory for employees who are not Insiders, all employees may want to consider voluntarily timing their trading activities to correspond to the same window periods.