Policies and Procedures to Detect and Prevent Insider Trading

Policies and Procedures to Detect and Prevent Insider Trading

Third Amended and Restated Policies And Procedures to Detect and Prevent Insider Trading
Revised as of November 12, 2014


The Securities Exchange Act of 1934 prohibits the misuse of material, non-public information. In order to avoid even the appearance of impropriety, the Company has instituted procedures to prevent the misuse of non-public information.

Although “insider trading” is not defined in the securities laws, it is generally thought to be described as trading either personally or on behalf of others on the basis of material non-public information or communicating material non-public information to others in violation of the law.

This policy (the “Policy”) will be administered and supervised by the Company’s Chief Accounting Officer. Please pay special attention to the “Blackout” and “Trading Window” policies discussed in this memorandum.


The Policy covers all of the Company’s officers, directors and employees (“insiders”), as well as any transactions in any securities participated in by family members, trusts or corporations directly or indirectly controlled by insiders. In addition, the Policy applies to transactions engaged in by corporations in which the insider is an officer, director or 10% or greater stockholder and a partnership of which the insider is a partner, unless the insider has no direct or indirect control over the partnership.

The Company forbids any insider from trading, either for his or her personal account or on behalf of others, while in possession of material non-public information, or communicating material non-public information to others in violation of the law. This prohibited conduct is often referred to as “insider trading”.

  • The Policy extends to each insider’s activities within and outside his/her duties at the Company. Each insider must read and retain this statement.
  • Failure to comply with the Policy may cause an employee to be subject to disciplinary action.


The term “insider trading” generally is used to refer to trading while in possession of material non-public information (whether or not one is an “insider”) and/or to communications of material non-public information to others. The law in this area is generally understood to prohibit, among other things:

  • trading by an insider while in possession of material non-public information;
  • trading by a non-insider while in possession of material non-public information, where the information either was disclosed to the non-insider in violation of an insider’s duty to keep it confidential or the information was misappropriated;
  • trading while in possession of material non-public information concerning a tender offer; and
  • wrongfully communicating, or “tipping”, material non-public information to others.


As a general guide for our directors, officers and employees, components of what amounts to “insider trading” are described below:

Who is an insider?

The concept of “insider” is broad. It includes officers, directors, trustees, and employees of a company. In addition, a person can be a “temporary insider” if he or she enters into a special confidential relationship in the conduct of a company’s affairs and as a result is given access to information solely for the company’s purposes. A temporary insider can include, among others, a company’s attorneys, accountants, consultants, bank lending officers, and the employees of those organizations.

What information is material?

Trading on information that is “material” is prohibited. Information generally is considered “material” if:

  • there is a substantial likelihood that a reasonable investor would consider the information important in making an investment decision, or
  • the information is reasonably certain to have a substantial effect on the price of a company’s securities.

Information that should be considered material includes: dividend changes, earnings estimates not previously disseminated, material changes in previously-released earnings estimates, significant merger or acquisition proposals or agreements, major litigation, liquidity problems, and extraordinary management developments.

What information is non-public?

Information is non-public until it has been effectively communicated to the market place. For example, information found in a report filed with the SEC, or appearing in Dow Jones, Reuters, The Wall Street Journal, on Bloomberg or in other publications of general circulation ordinarily would be considered public. In addition, in certain circumstances, information disseminated to certain segments of the investment community may be deemed “public”, for example, research communicated through institutional information dissemination services such as First Call. (However, the fact that research has been disseminated through such a service does not automatically mean that it is public.) Remember, it takes time for information to become public. The amount of time since the information was first disseminated ordinarily is a factor regarding whether the information is considered “public”.


Penalties for insider trading are severe both for the individuals involved as well as for their employers. A person can be subject to some or all of the penalties listed below, even if he or she does not personally benefit from the violation. Penalties may include:

  • Jail sentences;
  • Civil injunctions;
  • Civil treble (3x) damages;
  • Disgorgement of profits;
  • Criminal fines of up to three times the profit gained or loss avoided, whether or not the person actually benefited; and
  • Fines for the employers or other controlling person of up to the greater of $1 million or three times the amount of the profit gained or loss avoided.

Clearly, it is in the Company’s and your best interests for the Company to put into place procedures to prevent improper trading by its insiders.


The following procedures have been established to aid in the prevention of insider trading. Every insider must follow these procedures or risk sanctions, including: dismissal, substantial personal liability and criminal penalties.

Questions to Ask

Prior to trading in the Company’s shares, and if you think you may have material non-public information, ask yourself the following questions:

  • Is the information material? – Is this information that an investor would consider important in making an investment decision? Would you take it into account in deciding whether to buy or sell? Is this information that would affect the market price of the securities if generally disclosed?
  • Is the information non-public – To whom has this information been provided? Has it been effectively communicated to the marketplace? Has enough time gone by?

Action Required

If you are at all uncertain as to whether any information you have is “inside information”, you must:

  • Immediately report the matter to the Chief Accounting Officer;
  • Refrain from purchasing or selling the shares; and
  • Not communicate the information inside or outside the Company.

After the employee and the Chief Accounting Officer have reviewed the issue and consulted with outside counsel to the extent appropriate, the insider will be instructed as to whether he/she may trade and/or communicate that information.

Blackout Policy and Trading Window

To assure compliance with the Policy and applicable securities laws, the Company requires that all insiders refrain from conducting transactions involving the purchase or sale of Company’s shares other than during the period commencing at the open of market on the second business day following the date of public disclosure of the financial results for a particular fiscal quarter or year and continuing until the close of market on the fourteenth (14th) day after the last day of the current fiscal quarter (the “Trading Window”). In addition, from time to time material non-public information regarding the Company may be pending. While such information is pending, the Company may impose a special “blackout” period during which the same prohibitions and recommendations shall apply.
Remember: Even during the Trading Window, any person possessing material non-public information concerning the Company, should not engage in any transactions in Company’s shares until such information has been made public and absorbed by the market.

Pre-Clearance of Trades

All insiders must refrain from trading in Company’s shares, even during the Trading Window, without first complying with the Company’s “pre-clearance” process. Each such person should contact the Company’s Chief Accounting Officer prior to commencing any trade. The Chief Accounting Officer will consult as necessary with senior management and/or counsel to the Company before clearing any proposed trade.


The Policy applies not only to Company’s shares, but also any other securities issued by the Company.


Any questions or concerns regarding the Company’s Policies and Procedures to detect and prevent insider trading should be directed to the Chief Accounting Officer, or, if such questions or concerns involve the Chief Accounting Officer, to the Chief Financial Officer. The Chief Accounting Officer’s personal trading activity will be reviewed by the Chief Financial Officer.