Insider Trading Compliance Officer and Compliance Committee
The Company has designated the Chief Financial Officer as its Insider Trading Compliance Officer. The Compliance Officer will review and either approve or prohibit all proposed trades by Key Employees in accordance with the procedures set forth in “Statement of Company Policy and Procedures.”
In addition to the trading approval duties set forth in “Statements of Company Policy and Procedures,” the duties of the Compliance Officer will include the following:
A. Administering this policy and monitoring and enforcing compliance with all policy provisions and procedures.
B. Responding to all inquiries relating to this policy and its procedures.
C. Designating and announcing special trading blackout periods during which no Insiders may trade in Company securities.
D. Providing copies of this policy and other appropriate materials to all current and new directors, officers, and employees, and such other persons who the V.P. Finance determines have access to material nonpublic information concerning the Company.
E. Administering, monitoring, and enforcing compliance with all federal and state insider trading laws and regulation, including without limitation Section 10(b), 16, 20A and 21A of the Securities Exchange Act of 1934 (the “Exchange Act”) and the rules and regulations promulgated thereunder, and Rule 144 under the Securities Act of 1933 (the “Securities Act”); and assisting in the preparation and filing of all required SEC reports relating to insider trading in Company securities, including without limitation Forms 3, 4, 5, and 144 and schedules 13D and 13G.
F. Revising the policy as necessary to reflect changes in federal or state insider trading laws and regulations.
G. Maintaining as Company records originals or copies of all documents required by the provisions of this policy or the procedures set forth herein, and copies of all required SEC reports relating to insider trading, including, if necessary, Forms 3, 4, 5, and 144 and Schedules 13D and 13G.
H. Maintaining the accuracy of the list of Key Employees as attached on Exhibit A, and updating them periodically as necessary to reflect additions to or deletions from each category of individuals.