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Arrivent biopharma, Inc.
INSIDER TRADING POLICY
TABLE OF CONTENTS
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Arrivent biopharma, Inc.
INSIDER TRADING POLICY
TABLE OF CONTENTS
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ArriVent BioPharma, Inc. (the “Company”) has adopted the following policy regarding trading by Company personnel in the Company’s securities (the “Insider Trading Policy,” or this “Policy”). This Policy applies to all Company personnel, including directors, officers, employees and consultants of the Company and its subsidiaries. This Policy also applies to certain family members, other members of a person’s household and entities controlled by Company personnel, as described in Section IV below.
This Policy has been developed:
● | to educate all Company personnel as to the federal securities laws and the rules of the Securities and Exchange Commission (the “SEC”) on insider trading in public company securities; |
● | to set forth requirements that apply to Company personnel and other persons covered by this Policy who seek to trade in the Company’s securities; |
● | to protect the Company and its personnel from legal liability; and |
● | to preserve the reputation of the Company and its personnel for integrity and ethical conduct. |
Because the Company is a public company, transactions in the Company’s securities are subject to the federal securities laws and regulations adopted by the SEC. These laws and regulations make it illegal for an individual to buy or sell securities of the Company while aware of material non-public information.1 The SEC takes insider trading very seriously and devotes significant resources to uncovering the activity and to prosecuting offenders. Liability may extend not only to the individuals who trade while in possession of material non-public information but also to their “tippers,” people who leak material non-public information to individuals who then
1Courts have rendered a series of decisions supporting the view that a person must “use” the material non-public information in order to be held liable under the securities laws. See United States v. Smith, 155 F.3d 1051, 1069 and n. 27 (9th Cir. 1998), cert. denied, 525 U.S. 1071 (1999) and SEC v. Adler, 137 F.3d 1325, 1337 (11th Cir. 1998). Nonetheless, the SEC takes the position previously adopted in the Second Circuit that mere “knowing possession” -- codified as an “awareness” standard under Rule 10b5-1 -- is sufficient. SEC Release Nos. 33-7881, 34-43154, IC-24599 (“Adopting Release”), § III.A.2., citing United States v. Teicher, 987 F.2d 112, 120-21 (2d Cir.), cert. denied, 510 U.S. 976 (1993). In so doing, the SEC has expressed disagreement with those commentators who stated that the “awareness” standard was an unclear term that may be interpreted to mean something less than “knowing possession.” In its view, “aware” is a term meaning “having knowledge; conscious; cognizant.” Id., n. 105.
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trade based on that information.2 The Company and “controlling persons” of the Company may also be liable for violations by Company employees.3
Definition.
Material non-public information is any information (positive or negative) that:
| ● | is not generally known to the public, and |
| ● | which, if publicly known, would likely affect either the market price of the Company’s securities or a person’s decision to buy, sell or hold the Company’s securities. |
Examples. Common examples of information that will frequently be regarded as material include, but are not limited to:
| - | quarterly or annual earnings results; |
| - | clinical trial results or other meaningful clinical/scientific data; |
| - | projections of future financial results; |
| - | news of a pending or proposed merger, acquisition or tender offer; |
| - | news of a pending or proposed acquisition or disposition of a significant asset; |
| - | news of a pending or proposed joint venture; |
| - | a company restructuring; |
| - | significant transactions with officers, directors or greater than 5% stockholders; |
| - | financing transactions; |
| - | the declaration of a stock split or the offering of additional securities; |
| - | establishment of a stock repurchase program; |
| - | changes in management; |
| - | changes in auditors, or a notification that the auditor’s reports may no longer be relied upon; |
| - | pending or threatened significant litigation, or the resolution of such litigation; |
| - | impending bankruptcy or financial liquidity problems; |
| - | the gain or loss of a significant contract, license, registration or collaboration; |
| - | earnings or losses; |
2In order to incur liability for “tipping,” the tipper must (1) know or have reason to know that the information may be used in order to trade, and (2) derive some benefit from providing the information to the tippee. In order to incur liability for trading on a tip, the tippee must know or have reason to know that the information was provided in violation of a duty of trust or confidence. See, e.g., SEC v. Musella, 678 F. Supp. 1060, 1063 (S.D.N.Y. 1988).
3“Control person” liability extends to the company and to officers and directors who are part of a “control group” with regard to (1) the company itself or (2) an employee who engages in insider trading, and who “in some meaningful sense are culpable participants in the fraud.” Lanza v. Drexel & Co., 479 F.2d 1277, 1299 (2d Cir. 1973).
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| - | changes in dividend policies; |
| - | changes in pricing or cost structure of Company products or services; |
| - | significant new products or discoveries |
| - | significant clinical or regulatory developments; |
| - | internal financial information which departs from what the market expects; |
| - | the entry into, amendment or termination of a material contract; or |
| - | other items that require the filing of a Current Report on Form 8-K with the SEC. |
Twenty-Twenty Hindsight. In determining whether information is material, the SEC and other regulators will view the information after-the-fact with the benefit of hindsight. As a result, in determining whether any information is material, we will, and you should, carefully consider whether regulators and others might view the information as being material in hindsight, with the benefit of all relevant information that later becomes available. For example, if there is a significant change in the Company’s stock price following release of certain information, that information will likely be determined to have been material when viewed with the benefit of hindsight.
In addition to addressing the relevant statutes and regulations in this area, we are adopting this Policy to avoid even the appearance of improper conduct on the part of anyone employed by or associated with the Company and certain related persons, not just members of senior management.
The consequences of insider trading violations can be severe:
For individuals who trade while in possession of material non-public information (or tip information to others):
● | a civil penalty of up to three times the profit gained or loss avoided; |
● | a criminal fine (no matter how small the profit) of up to $5 million; and |
● | a jail term of up to 20 years. |
These penalties can apply even if the individual is not a member of the Board of Directors or an officer of the Company. Moreover, if an employee violates this Policy, he or she may also be subject to Company-imposed sanctions, including termination for cause.
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For a Company (as well as possibly any supervisory person) that fails to take appropriate steps to prevent illegal trading:
● | a civil penalty of the greater of $1 million or three times the profit gained or loss avoided as a result of the employee’s violation; and |
● | a criminal penalty of up to $25 million. |
Any of the above consequences, including an SEC investigation that does not result in prosecution, can tarnish the Company’s or an individual’s reputation and irreparably damage a career.
General Prohibition on Trading. Company personnel and Related Persons (as defined below in this Section IV) may not buy or sell securities of the Company while in possession of material non-public information or engage in any other action to take advantage of, or pass on to others, that information, subject to the specific exceptions noted below in this Section IV under the caption “Exceptions for Certain Transactions.”
Transactions by Family Members, Others in Your Household and Entities You Control. The restrictions in this Policy also apply to (1) immediate family members who reside with you, (2) others living in your household (whether or not related to you), (3) family members who do not live in your household but whose transactions in the Company’s securities are directed by you or are subject to your influence or control (e.g., parents or children who consult with you before they trade in the Company’s securities) and (4) any entities that you influence or control, including any corporations, limited liability companies, partnerships or trusts (each person or entity identified in clauses (1) – (4), a “Related Person”). SEC regulations specifically provide that any material non-public information about the Company communicated to any spouse, parent, child or sibling is considered to have been communicated under a duty of trust or confidence; and that any trading in the Company’s securities by such family members while they are aware of such information may, therefore, violate insider trading laws and regulations. Company personnel are expected to be responsible for the compliance of all Related Persons with this Policy. This means that, to the extent such Related Persons of Company personnel intend to trade in the Company’s securities, the Related Persons need to comply with the black-out periods and all other restrictions in this Policy. Furthermore, you should not participate in any investment club (i.e., groups of people who pool their money to make investments) that may invest in the Company’s securities.
Other Companies’ Non-public Information. This Policy also applies with equal force to information relating to any other company, including our collaborators, customers or suppliers, obtained by Company personnel during the course of their service to or employment by the Company. Specifically, no Company personnel who, in the course of work on behalf of the
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Company, learns of material non-public information about a company with which the Company does business may trade in the other company’s securities until the information becomes public or is no longer material.
Personal or Independent Reasons Are Not Exceptions. Transactions in the Company’s securities that may be necessary or justifiable for independent reasons (such as the need to raise money for an emergency expenditure) are no exception. Even the appearance of an improper transaction must be avoided to preserve our reputation for adhering to the highest standards of conduct.
Policy Administrator. This Policy shall be administered by the “Policy Administrator,” who shall initially be the Company’s General Counsel, and if such person is not available, then the Company’s Chief Operating Officer, shall serve as the alternate Policy Administrator. The Policy Administrator may, however, change from time to time; to confirm the name of the then-current Policy Administrator, please contact the General Counsel.
When Information Becomes Public. This Policy applies to material non-public information about the Company, which means that trading is permitted once the information becomes known to the public (unless some other Company policy or legal obligation restricts trading at that time). Because the Company’s stockholders and the investing public should be afforded time to receive and absorb information, as a general rule you should not engage in any transactions until the beginning of the second business day after the day on which the material information has been released. Thus, if an announcement is made at any time on a Monday (e.g., before or after the market opens), Wednesday generally would be the first day on which you may trade. If an announcement is made at any time on a Friday, Tuesday generally would be the first day on which you may trade. However, if the information released is complex, such as a major financing or other significant transaction, it may be necessary to allow additional time for the information to be absorbed by the investing public. In such circumstances, you will be notified by the Policy Administrator regarding a suitable waiting period before trading. In addition, we have established specified black-out periods, as described below.
Prohibited Trading Periods. While it is never permissible to trade based on material non-public information, we are implementing the following procedures to help prevent inadvertent violations of this Policy and avoid even the appearance of an improper transaction (which could result, for example, where Company personnel engage in a trade while unaware of a pending major development).
(1)Company Wide Black-Out Periods Applicable to All Company Personnel. All Company personnel and Related Persons are prohibited from trading in any of the Company’s securities during the following periods:
| ● | from the time each such individual becomes aware of the material information (the black-out start times often vary), until the beginning of the second business day after the day the Company has made a public announcement of material information, |
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| including earnings releases, unless the information released is complex, in which case it may be necessary to extend this period and the Policy Administrator will notify you of any such extension of the black-out period; and |
| ● | during other specified periods when significant developments or announcements are anticipated, as notified by the Policy Administrator. |
You will be notified by e-mail when you may not trade in the Company’s securities during periods when significant developments or announcements are anticipated, in which event you will also be notified when trading restrictions are lifted. Of course, even during periods when trading is permitted, no one, including persons or entities who do not fall within the definition of Related Persons, should trade in the Company’s securities if he or she possesses material non-public information.
(2)Additional Black-Out Periods Applicable to the Board of Directors, Senior Management, Financial Team Members and Designated Employees. In addition to being subject to the trading procedures applicable to all Company personnel (above), members of the Company’s Board of Directors, Senior Management, Financial Team Members, Designated Employees (each as defined below) and Related Persons of such individuals, are also subject to additional trading procedures and restrictions during the following periods:
| ● | the periods beginning the first day of each fiscal quarter until the beginning of the second business day after the release of the Company’s financial results for each quarter and, in the case of the fourth quarter, financial results for the year end; and |
| ● | any other periods as determined by the Company. |
The following members of management constitute the “Senior Management” of the Company: all Executive (Section 16) Officers, as listed on Exhibit A hereto, which list shall be amended from time to time to reflect the then-current group of such individuals.
The following individuals constitute the “Financial Team Members” of the Company: all members of the Company’s financial team, as listed on Exhibit B hereto, which list shall be amended from time to time to reflect the then-current group of such individuals.
The following individuals constitute other “Designated Employees” of the Company: additional members of Company personnel, as listed on Exhibit C hereto, which list shall be amended from time to time to reflect the then-current group of such individuals.
The Policy Administrator may, from time to time, amend the list of and/or designate other employees as Senior Management, Financial Team Members or Designated Employees, in which case the Policy Administrator shall notify the affected individuals.
Exceptions for Certain Transactions.
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(1)Gifts. Bona fide gifts are not transactions that are subject to this Policy, unless the person making the gift (the donor) has reason to believe that the recipient of the gift intends to sell the Company’s securities while the donor is in possession of material non-public information.
(2)Mutual Funds and Exchange Traded Funds. Transactions in mutual funds and exchange traded funds that are invested in the Company’s securities are not transactions subject to this Policy.
(3)Transactions Involving Company Equity Plans. Except as otherwise noted below, this Policy does not apply to the following transactions:
| ● | Stock Option Exercises. This Policy does not apply to the exercise of an employee stock option acquired pursuant to the Company’s equity plans, or to the exercise of a tax withholding right pursuant to which a person has elected to have the Company withhold shares subject to an option to satisfy tax withholding requirements. This Policy does apply, however, to any sale of stock as part of a broker-assisted cashless exercise of an option, or any other market sale of stock for the purpose of generating the cash needed to pay the exercise price and or taxes upon the exercise of an option. |
| ● | Restricted Stock Awards and Restricted Stock Unit Awards. This Policy does not apply to the vesting of restricted stock or restricted stock units, or the exercise of a tax withholding right pursuant to which a person elects to have the Company withhold shares of stock to satisfy tax withholding requirements upon the vesting of any restricted stock or restricted stock unit. This Policy does apply, however, to any market sale of restricted stock or shares received upon vesting of restricted stock units. |
| ● | Employee Stock Purchase Plan. This Policy will not apply to purchases of the Company’s securities under any employee stock purchase plan. This Policy does apply, however, to subsequent sales or other transfers of such securities. |
| ● | Other Transactions with the Company. Any other purchase of the Company’s securities from the Company or sales of the Company’s securities to the Company are not subject to this Policy. |
(4)Rule 10b5-1 Trading Plans. Notwithstanding the restrictions and prohibitions on trading in the Company’s securities set forth in this Policy, persons subject to this Policy are permitted to effect transactions in the Company’s securities pursuant to approved trading plans established under Rule 10b5-1 of the Securities Exchange Act of 1934, as amended (“Trading Plans”), which may include transactions during the prohibited periods discussed above. In order to comply with this policy, the Company must pre-approve any such 10b5-1 Plan prior to its effectiveness in accordance with the Company’s Rule 10b5-1 Trading Plan Policy attached hereto as Appendix A. Any modification of a Trading Plan is the equivalent of entering into a new Trading
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Plan and cancelling the old Trading Plan for the purposes of this Policy. Company personnel seeking to establish, modify or cancel a Trading Plan should contact the Policy Administrator.
Pre-Clearance of All Acquisitions, Sales and Other Transfers by Certain Company Personnel. In order to ensure compliance with this Policy and with any Section 16 reporting requirements, all transactions in the Company’s securities (including acquisitions, sales, gifts and other transfers, whether or not for value), including the execution of Trading Plans (as defined below), by members of the Company’s Board of Directors, Senior Management, Financial Team Members, Designated Employees and Related Persons, must be pre-cleared by the Policy Administrator. If you are a member of one of the groups listed above and you contemplate a transaction in the Company’s securities, you must contact the Policy Administrator or other designated individual prior to executing the transaction. The Policy Administrator will use his or her reasonable best efforts to provide approval or disapproval within two business days. You must wait until receiving pre-clearance to execute the transaction. Neither the Company nor the Policy Administrator shall be liable for any delays that may occur due to the pre-clearance process. If the transaction is pre-cleared by the Policy Administrator, it must be executed by the end of the second business day after receipt of pre-clearance. Notwithstanding receipt of pre-clearance of a transaction, if you become aware of material non-public information about the Company after receiving the pre-clearance but prior to the execution of the transaction, you may not execute the transaction. The responsibility for determining whether you are in possession of material non-public information rests with you, as discussed below in Section V. If you are a Section 16 reporting person, promptly following execution of the transaction, but in no event later than the end of the first business day after the execution of the transaction, you must notify the Policy Administrator and provide details regarding the transaction sufficient to complete the required Section 16 filing.
Employees of the Company who are not Directors, members of Senior Management, Financial Team Members or Designated Employees may, but are not required to, pre-clear transactions in the Company’s securities in the same manner as set forth above. Such employees are not required to notify the Policy Administrator following execution of the transaction.
Please note that pre-clearance does not provide Company personnel with immunity from investigation or suit, for which it is the responsibility of the individual to comply with the federal securities regulations.
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Persons subject to this Policy have ethical and legal obligations to maintain the confidentiality of information about the Company and to not engage in transactions in the Company’s securities while in possession of material non-public information. Each individual is responsible for making sure that he or she complies with this Policy, and that any Related Person, whose transactions are subject to this Policy, also comply with this Policy. In all cases, the responsibility for determining whether an individual is in possession of material non-public information rests with that individual, and any action on the part of the Company, the Policy Administrator or any other employee or director pursuant to this Policy (or otherwise) does not in any way constitute legal advice or insulate an individual from liability under applicable securities laws. You may be subject to legal penalties and disciplinary action by law enforcement officials and/or the Company for any conduct prohibited by this Policy or applicable securities laws, as described in Section III above.
Tipping Information to Others. Company personnel must not disclose non-public information about the Company to others outside the Company who do not have an obligation to maintain the confidentiality of such information. If the outsider trades on such information, penalties for insider trading may apply in these situations whether or not you derive any monetary benefit from the other person’s trading activities. Material non-public information is often inadvertently disclosed or overheard in casual, social conversations. Please take care to avoid such disclosures.
Prevention of Insider Trading by Others. If you become aware of a potential insider trading violation, you must immediately advise our Policy Administrator and/or report the matter using the Company’s anonymous whistleblower reporting procedures. You should also take steps, where appropriate, to prevent persons under your supervision and/or control from using material non-public information for trading purposes. Moreover, Company-imposed sanctions, including termination for cause, could result if an employee fails to comply with this Policy.
Confidentiality. Serious problems could be caused for the Company by the unauthorized disclosure of internal information about the Company, whether or not for the purpose of facilitating improper trading in the Company’s securities. Company personnel should not discuss internal Company matters or developments (whether or not you think such information is material) with anyone outside of the Company (including, but not limited to, family, friends, business associates, investors and expert consulting firms), except as required in the performance of regular corporate duties. This prohibition applies specifically (but not exclusively) to inquiries about the Company that may be made by the financial press, investment analysts or others in the financial community and also includes posting material non-public information on any social media outlets such as Facebook, Twitter, etc. It is important that all such communications on behalf of the Company be made only through an authorized officer under carefully controlled circumstances. Unless you are expressly authorized to the contrary, if you receive any inquiries of this nature, you should decline comment and refer the inquirer to the
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General Counsel. Please review the Company’s separate Regulation FD Policy, which governs all public communications with people outside the Company.
Because we believe it is generally improper and inappropriate for Company personnel to engage in short-term or speculative transactions involving the Company’s securities, it is our policy that Company personnel and Related Persons not engage in any of the following activities, except in each case in limited circumstances with prior approval of the Policy Administrator:
| ● | trading in the Company’s securities on a short-term basis. Any shares of Company common stock purchased in the open market must be held for a minimum of six months and ideally longer; |
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This Policy will no longer apply after termination of service to the Company. However, if an individual is in possession of material non-public information when his or her service terminates, that individual may not trade in the Company’s securities until that information has become public or is no longer material, and it would be prudent for the individual, if he or she is subject to a black-out period upon termination of service, to refrain from trading until those restrictions no longer apply to Company personnel.
Any person who has any questions about specific transactions or this Policy in general may obtain additional guidance from the Policy Administrator. Remember, however, the ultimate responsibility for adhering to this Policy and avoiding improper transactions rests with you. In this regard, please use your best judgment when considering a transaction in the Company’s securities.
As a condition to employment, all employees will be required to certify their understanding of and intent to comply with this Policy. Members of the Board of Directors, Senior Management and other personnel may be required to certify compliance on an annual basis.
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Exhibit A
Senior Management
All Executive (Section 16) Officers, including:
| ● | Zhengbin (Bing) Yao, Ph.D., President, Chief Executive Officer |
| ● | Winston Kung, Chief Financial Officer |
| ● | Stuart Lutzker, M.D., Ph.D., President of Research and Development |
| ● | Robin LaChapelle, Chief Operating Officer |
| ● | James Kastenmayer, J.D., Ph.D., General Counsel and Secretary |
Exhibit B
Financial Team Members
All members of the Company’s financial team, including:
| ● | JD Kern, Controller |
| ● | Sara Guo Bai, VP FP&A, Finance Operations |
Exhibit C
Designated Employees
| ● | All Company personnel, including the Company’s employees, consultants and any other company personnel. |
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Appendix A
ARRIVENT BIOPHARMA INC.
RULE 10b5-1 TRADING PLAN POLICY
(Effective January 26,2024)
Rule 10b5-1 under the Securities and Exchange Act of 1934, as amended (the “Act”), adopted by the Securities and Exchange Commission in August 2000, clarifies that insider trading liability merely requires proof of trading while “aware” of material non-public information and not that the trader actually “used” the information when making the trade. However, Rule 10b5-1 contains an affirmative defense that individuals and entities may use to offset the potential increase in exposure to insider trading liability created by the Rule. This affirmative defense is available to individuals and entities making a purchase or sale who demonstrate that the purchase or sale was pursuant to a binding contact, specific instruction or written plan entered into before becoming aware of the material non-public information. This affirmative defense is intended to provide appropriate flexibility to those who would like to plan securities transactions in advance at a time when they are not aware of material non-public information, and then carry out those pre-planned transactions at a later time, even if they later become aware of material non-public information.
The Company has adopted this Policy to:
| ● | help its officers, directors and other company personnel meet the requirements for the affirmative defense created by Rule 10b5-1, and |
| ● | limit opportunities for insiders to engage in potentially abusive practices, and more importantly, to avoid the appearance of practices that might be viewed as abusive based on later developments. |
This Policy applies to all Company personnel, including directors, officers, employees and consultants of the Company and its subsidiaries. This Policy also applies to (1) immediate family members who reside with Company personnel, (2) others living in their household (whether or not related), (3) family members who do not live in the household but whose transactions in the Company’s securities are directed by Company personnel or are subject to their influence or control (e.g., parents or children who consult with Company personnel before they trade in the Company’s securities) and (4) any entities that Company personnel influence or control, including any corporations, limited liability companies, partnerships or trusts. All such persons and entities are collectively referred to as “Participants” herein. Questions regarding this Policy should be directed to the Company’s General Counsel.
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A. | No 10b5-1 Plan may become effective (that is, no transaction may occur) until the Participant has (i) delivered a complete copy of the 10b5-1 Plan to the Company’s General Counsel, (ii) certified that such Participant is not aware of any material nonpublic information about the Company and that such Participant is adopting the 10b5-1 Plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1 and (iii) received the written acknowledgment by the Company to enter into the 10b5-1 Plan. Additionally, Participants entering into a 10b5-1 Plan must act in good faith with respect to that 10b5-1 Plan during its term. Disclosure regarding a 10b5-1 Plan’s adoption may, at the Company’s discretion, be made through a press release or Current Report on Form 8-K. |
B. | Each 10b5-1 Plan must be a written plan or binding agreement entered into with a national brokerage firm or other financial professional reasonably acceptable to the Company. 10b5-1 Plans must use a Company-approved template. |
C. | The 10b5-1 Plan may only be adopted during the generally applicable quarterly open trading window described in the Company’s insider trading policy and at a time when the 10b5-1 Plan Participant does not otherwise possess material, non-public information concerning the Company. |
D. | Purchases or sales pursuant to a 10b5-1 Plan may not occur until expiration of a cooling-off period that ends no earlier than thirty (30) days after adoption of the 10b5-1 Plan, and if the Participant is a director or officer (as defined in Rule 16a-1(f) of the Act), no earlier than the later of (i) ninety (90) days after adoption of the 10b5-1 Plan or (ii) two business days following the disclosure of the Company’s financial results in Form 10-Q or Form 10-K for the completed fiscal quarter in which the 10b5-1 Plan was established; provided that the required cooling-off period for directors and officers is subject to a maximum of one hundred twenty (120) days after adoption of the 10b5-1 Plan (in each case, the “Cooling Off Period”). |
E. | A Participant may have only one 10b5-1 Plan with respect to the Company’s securities in operation at any time, except as follows: |
| (i) | Participants may have one additional 10b5-1 Plan under which trading is not authorized to begin until after all trades under the first 10b5-1 Plan are completed or expired without execution, provided, however, that if the first trade under the later-commencing 10b5-1 Plan is scheduled during the Effective Cooling-Off Period (as defined below), the later-commencing 10b5-1 Plan may not rely upon this exception. The “Effective Cooling-Off Period” means the cooling-off period that would be applicable to the later-commencing 10b5-1 Plan if the date of adoption of |
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| the later-commencing 10b5-1 Plan were deemed to be the date of termination of the earlier-commencing 10b5-1 Plan; and |
| (ii) | Participants may enter into a 10b5-1 Plan providing for sell-to-cover transactions that sell only such securities as are necessary to satisfy tax withholding obligations arising exclusively from the vesting of a compensatory award. This exception does not apply to sales made to cover taxes in connection with the exercise of stock option awards. |
F. | A Participant may purchase or sell securities pursuant to a 10b5-1 Plan designed to cover a single trade only one time during any consecutive twelve (12) month period. |
| II. | PLAN AMENDMENTS |
A. | Any 10b5-1 Plan amendment, modification or change to the amount, price, or timing of the purchase or sale of securities (or a modification or change to a written formula or algorithm, or computer program that affects the amount, price, or timing of the purchase or sale of Company securities) under the 10b5-1 Plan is deemed to be a termination of such 10b5-1 Plan and the adoption of a new 10b5-1 Plan, and must comply with all requirements of these guidelines applicable to the adoption of a new 10b5-1 Plan. |
| III. | PLAN TERMINATION |
A. | Early termination of 10b5-1 Plans should occur only in unusual circumstances, and the effectiveness of a 10b5-1 Plan termination will be subject to the prior review and approval of the Company. If a 105-1 Plan is terminated, disclosure regarding such termination may, at the Company’s discretion, be made through a press release or Current Report on Form 8-K. Furthermore, in the event a Participant terminates a Trading Plan, the Company may require that the Participant be subject to the required Cooling-Off Period before engaging in any new transactions in Company securities or adopting a new 10b5-1 Plan. |
| IV. | MISCELLANEOUS |
A. | Consistent with Section VI of the Company’s insider trading policy which prohibits transactions that are designed to hedge or offset any decrease in the market value of the Company’s equity securities, at the time of entering into the 10b5-1 Plan, the Participant may not be, and during the term of the 10b5-1 Plan may not become, a party to a corresponding or hedging transaction involving Company securities. |
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B. | The Company has the right at any time to require additional and/or different requirements in connection with the modification or termination of a 10b5-1 Plan in order to protect the Participant and the Company from potential liability. The Company may suspend 10b5-1 Plans immediately upon notice to the 10b5-1 Plan Participant for any reason, including but not limited to as underwritten public offerings, private placement transactions or other material events of the Company. |
C. | In accordance with SEC rules and regulations, the Company will disclose in Form 10-Qs and Form 10-Ks whether, during the Company’s last fiscal quarter, any director or officer adopted or terminated (a) a 10b5-1 Plan for the purchase or sale of Company securities that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or (b) a non-Rule 10b5-1 trading arrangement. In such disclosure, the Company will provide a description of the material terms of such trading arrangement, including the name and title of the director or officer, the date of adoption or termination of the trading arrangement, the duration of the trading arrangement, and the aggregate number of Company securities to be sold or purchased under the trading arrangement. |
D. | The 10b5-1 Plan Participant will be solely responsible for determining the 10b5-1 Plan’s compliance with Rule 10b5-1 and other applicable laws and regulations. Acknowledgement of a 10b5-1 Plan by the Company should not be characterized or understood to signify consent, approval or a legal opinion as to the 10b5-1 Plan’s compliance with Rule 10b5-1 or other applicable laws and regulations. |