![]() |
Global Policy
|
GP15
|
Publication Date:
|
|||
February-2023
|
||||||
Page 1 of 7
|
||||||
Title:
|
Insider Trading
|
I.
|
PURPOSE
|
II.
|
SCOPE
|
A.
|
Persons Subject to the Policy (“Covered Individuals”)
|
(1)
|
Employees and Directors. This Policy applies to all employees of the Company and its subsidiaries and all members of the Company's Board of Directors. The Company may also determine that other
persons should be subject to this Policy, such as contractors or consultants who have access to Material Nonpublic Information (as defined below). Each such person individually is an “Insider” and collectively these persons are
“Insiders” for purposes of this section. In this Policy, all members of the Company’s Board of Directors and all executive officers of the Company are referred to as “Section 16 Insiders.”
|
(2)
|
Family Members and Others. This Policy applies to all family members who reside with an Insider and any family members who do not live in such household
but whose transactions in Company Securities (as defined below) are directed by an Insider or are subject to an Insider’s influence or control. Such Insider has a duty to make these individuals aware of the need to confer with the
Insider before they trade in Company Securities, and the Insider should treat all such transactions for the purposes of this Policy and applicable securities laws as if the transactions were for the Insider’s own account. This Policy
does not, however, apply to personal securities transactions where the purchase or sale decision is made by a third party not controlled by, influenced by or within an Insider’s household.
|
(3)
|
Entities Influenced or Controlled by an employee or director. This Policy applies to any entities that an Insider influences or controls, including any corporations, partnerships or trusts
(collectively referred to as "Controlled Entities"), and transactions by these Controlled Entities should be treated for the purposes of this Policy and applicable securities laws as if they were for the Insider’s own account.
|
B.
|
Transactions Subject to the Policy. This Policy applies to transactions in the Company's securities (collectively referred to in this Policy as "Company Securities"), including the Company's common stock, options to purchase
common stock, or any other type of securities that the Company may issue.
|
C.
|
Administration of the Policy. The Company’s General Counsel shall serve as the Reviewing Officer for the purposes of this Policy, and in his/her absence, another employee designated by the Reviewing Officer shall be responsible
for administration of this Policy. All determinations and interpretations by the Reviewing Officer shall be final and not subject to further review.
|
![]() |
Global Policy
|
GP15
|
Publication Date:
|
|||
February-2023
|
||||||
Page 2 of 7
|
||||||
Title:
|
Insider Trading
|
III.
|
POLICY STATEMENT
|
A.
|
General Policy. It is the policy of the Company that no Covered Individual who is aware of Material Nonpublic Information relating to the Company may, directly, or indirectly:
|
(1)
|
Engage in transactions in Company Securities, except as otherwise specified in this Section under the headings "Certain Transactions Under 401(k) Plans" and "Rule 10b5-1 Plans;"
|
(2)
|
Recommend to another the purchase or sale of any Company Securities;
|
(3)
|
Disclose Material Nonpublic Information to persons within the Company whose jobs do not require them to have such information, or outside of the Company to other persons, including, but not limited to, family, friends, business
associates, investors and consultants, unless any such disclosure is made in accordance with the Company's policies regarding the protection or authorized external disclosure of such information regarding the Company. This includes the
sharing of such information through social media or other internet-based forums; or
|
(4)
|
Assist anyone engaged in the above activities.
|
B.
|
Certain Transactions Under 401(k) Plans. This Policy does prohibit certain elections a Company employee may make under the 401(k) plan if that employee has Material Nonpublic Information at the time of such elections,
including: (a) an election to make an intra-plan transfer of an existing account balance out of the Company stock fund; and (b) an election to borrow money against your 401(k) plan account if the loan will result in a liquidation of some
or all of your Company stock fund balance.
|
C.
|
Rule 10b5-1 Plans. Rule 10b5-1 under the U.S. Securities Exchange Act provides a defense from insider trading liability under Rule 10b-5. In order to be eligible to rely on this defense, a person must enter into a Rule 10b5-1
plan for transactions in Company Securities that meets certain conditions specified in the Rule (a "Rule 10b5-1 Plan") before making such transactions. If the plan meets the requirements of Rule 10b5-1, Company Securities may be
purchased or sold without regard to certain insider trading restrictions, so long as the person making the trade complies with the terms of the plan. In general, a Rule 10b5-1 Plan must be entered into at a time when the person entering
into the plan is not aware of Material Nonpublic Information. Once the plan is adopted, the person must not exercise any influence over the amount of securities to be traded, the price at which they are to be traded or the date of the
trade. The plan must either specify the amount, pricing and timing of transactions in advance or delegate discretion on these matters to an independent third party.
|
![]() |
Global Policy
|
GP15
|
Publication Date:
|
|||
February-2023
|
||||||
Page 3 of 7
|
||||||
Title:
|
Insider Trading
|
IV.
|
DEFINITIONS
|
•
|
Projections of future earnings or losses, or other earnings guidance;
|
•
|
Changes to previously announced earnings guidance, or the decision to suspend earnings guidance;
|
•
|
A pending or proposed merger, significant acquisition or tender offer;
|
•
|
A pending or proposed acquisition or disposition of a significant asset;
|
•
|
A pending or proposed significant joint venture;
|
•
|
A significant company restructuring;
|
•
|
Significant related party transactions;
|
•
|
A change in dividend policy, the declaration of a stock split, or an offering of additional securities;
|
•
|
Bank borrowings or other financing transactions outside of the ordinary course;
|
•
|
The establishment of a repurchase program for Company Securities;
|
•
|
A significant change in management;
|
•
|
A change in auditors or notification that the auditor's reports may no longer be relied upon;
|
•
|
Development of a significant new product, process, or service;
|
•
|
Pending or threatened significant litigation or the resolution of such litigation;
|
•
|
Impending bankruptcy or the existence of severe liquidity problems;
|
•
|
The gain or loss of a significant customer or supplier; and
|
•
|
The imposition of a ban on trading in Company Securities or the securities of another company.
|
![]() |
Global Policy
|
GP15
|
Publication Date:
|
|||
February-2023
|
||||||
Page 4 of 7
|
||||||
Title:
|
Insider Trading
|
V.
|
PROCEDURES AND RESTRICTIONS
|
A.
|
Pre-Clearance Procedures for Section 16 Insiders. Section 16 Insiders may not engage in any transaction in Company Securities, including the entry into a 10b5-1 Plan relating to Company Securities, without first obtaining
pre-clearance of the transaction from the Reviewing Officer. A request for pre-clearance should be submitted to the Reviewing Officer at least two business days in advance of the proposed transaction. Any Rule 10b5-1 Plan must be
submitted for approval five business days prior to the entry into the Rule 10b5-1 Plan. No further pre-approval of transactions conducted pursuant to the Rule 10b5-1 Plan will be required. However, as always, Section 16 Insiders must
report all transactions to the Legal Department immediately in order to ensure proper and timely public disclosure. The Reviewing Officer is under no obligation to approve a transaction submitted for pre-clearance, and may determine not
to permit the transaction. If a person seeks pre-clearance and permission to engage in the transaction is denied, then he or she should refrain from initiating any transaction in Company Securities, and should not inform any other person
of the restriction.
|
B.
|
Quarterly Trading Restrictions. Section 16 Insiders may not conduct any transactions involving the Company's Securities (other than as specified by this Policy), during a "Blackout Period" beginning on the first day of each
fiscal quarter and ending on the morning of the second business day following the date of the public release of the Company's earnings results for that quarter. In other words, these persons may only conduct transactions in Company
Securities during the "Open Window" beginning on the morning of the second business day following the public release of the Company's quarterly earnings and ending on the last day of the fiscal quarter.
|
![]() |
Global Policy
|
GP15
|
Publication Date:
|
|||
February-2023
|
||||||
Page 5 of 7
|
||||||
Title:
|
Insider Trading
|
C.
|
Event-Specific Trading Restriction Periods for Designated Covered Individuals. From time to time, an event may occur or information may develop that is material to the Company and is known by only a few Covered Individuals. So
long as the event or information remains material and nonpublic, the persons designated by the Reviewing Officer may not trade Company Securities for a period of time, which may extend beyond the typical Blackout Period described above.
In that situation, the Reviewing Officer will notify these persons that they should not trade in the Company's Securities, perhaps without disclosing the reason for the restriction. The existence of an event- or information-specific
trading restriction period or extension of a Blackout Period will not be announced to the Company as a whole, and should not be communicated by the Covered Individuals to any other person.
|
D.
|
Special and Prohibited Transactions. The Company has determined that there is a heightened legal risk and/or the appearance of improper or inappropriate conduct if Covered Individuals engage in certain types of transactions.
Therefore, it is the Company's policy that the Covered Individuals listed below may not engage in the transactions as described below:
|
![]() |
Global Policy
|
GP15
|
Publication Date:
|
|||
February-2023
|
||||||
Page 6 of 7
|
||||||
Title:
|
Insider Trading
|
E.
|
Post-Termination Transactions. This Policy continues to apply to transactions in Company Securities even after termination of a Covered Individual’s service to the Company. If a Covered Individual is in possession of Material
Nonpublic Information when his or her service terminates, that Covered Individual may not trade in Company Securities until that information has become public or is no longer material.
|
VI.
|
COMPLIANCE RESPONSIBILITY
|
VII.
|
CONSEQUENCES OF VIOLATIONS
|
![]() |
Global Policy
|
GP15
|
Publication Date:
|
|||
February-2023
|
||||||
Page 7 of 7
|
||||||
Title:
|
Insider Trading
|
VIII.
|
COMPANY ASSISTANCE
|