Insider Trading Rules

U.S. Securities laws and the Company Code of Conduct prohibit the Company’s employees from using inside information obtained in the course of their employment or other relationship with the Company for personal financial gain. Employees may not use inside information to profit from transactions in stock or other securities of the Company or other companies. Employees are also prohibited from using inside information to profit in other ways. For example, if an employee knows of the Company’s plans to operate a facility in a certain area, that the covered person may not then invest in property or a business nearby.

The following guidelines explain the insider trading rules and should be followed in order to comply with U.S. Securities laws and Company policies.

1. Prohibition Against Insider Trading or Disclosure
• Inside information may not be used by the Company’s directors, officers, employees or other agents or advisors (all of whom are covered persons), or passed on to others, for personal financial gain through engaging in securities transactions or otherwise.


2. What is inside information?
• Any material information obtained in the course of employment or in the course of a confidential relationship with the Company or from a covered person which is not known to the public is inside information.
• Material information is defined as any information that a reasonable investor would consider important in a decision to buy, hold or sell securities. In short, any information which could reasonably affect the price of the security will be considered material.
• Inside information includes not only material, non-public information about the Company but also any other material, non-public information about any other company with which the Company has or contemplates a business relationship. (Examples include: suppliers, target companies for potential acquisition or merger, potential purchasers of the Company’s assets, and companies that may become joint venture partners.)


3. When is a covered person restricted from engaging in securities transactions?
• As soon as a covered person acquires material non-public information about the Company, or any other company, the covered person should refrain from engaging in transactions in the securities of the Company or the other company, as the case may be.
• As soon as a covered person knows that the Company has focused on another company to engage in potential acquisition, merger, joint venture, sale, etc., even if it is at the earliest stages of evaluation, the covered person should refrain from engaging in transactions in securities of the Company or the other company, or taking any other action on the basis of that information for personal financial gain.
• Covered persons are prohibited from engaging in transactions in securities of the Company any time the trading window is not open. The normal “trading window” opens for three (3) business days after the Company has issued a release and/or filed its quarterly or annual earnings and stays open for at least ten (10) trading days. This allows for two (2) full trading days for the market to absorb and reflect the information before any trading can occur. However, the trading window is subject to change if something extraordinary occurs. The Chief Executive Officer is the only person authorized to determine when the trading window is open.


4. Pre-Clearance of All Trades by Officers, Directors and Employees
• In addition to the policies set forth above, to provide assistance in preventing inadvertent violations of various SEC reporting and short swing trading rules, and to avoid even the appearance of an improper transaction, all purchases or sales of the Company’s stock, and any other transactions in securities issued by the Company, by officers, directors or employees of the Company must be pre-cleared by the Chief Executive Officer of the Company.