展覽19
美國天然食品有限公司。
修訂和重申
關於公司證券交易的政策
生效日期：2019年9月26日；最近修訂日期：2023年9月21日
I.簡介
此內幕交易政策（以下簡稱“政策公司提供了有關在United Natural Foods, Inc.（以下簡稱「公司」）證券交易方面的指引。公司以及處理有關公司、其子公司以及公司開展業務的第三方的某些機密信息。
此政策旨在幫助您遵守內幕交易法律，妥善處理機密信息，避免可能尷尬的公開披露，並避免在購買和出售公司證券（如下所定義）過程中出現不當行爲的外觀。此政策包括以下關鍵要素：
•交易禁令，知悉並"內幕消息"並告知他人（如下所定義）；
•內部人員（如下所定義）在交易公司證券前必須遵循的預先清算程序；
•「停牌期」是指被限制的內幕人士（如下所定義）在此期間不得進行公司證券交易；
•有關公司董事和第16條官員報告收購或處置公司證券的規定；
•根據規則10b5-1計劃（以下定義）與預先安排交易相關的條款；和
•違規行爲的處罰。
該公司已經採納了這項政策，以促使被覆蓋人員（如下所定義）遵守適用法律，禁止了了解關於公司的重要未公開信息的人士（i）交易該公司的證券，或（ii）向其他可能根據該信息交易的人提供關於重要未公開信息。
如果您對本政策的應用有任何疑問，或者希望申請例外，請聯繫我們的總法律顧問。雖然我們的總法律顧問通常負責實施本政策，但他或她可能會指定助手
公司證券交易政策 第1頁，共10頁 | ||
執行本政策中描述的任何職責。請將您的問題和請求發送至 [郵箱地址].
II.誰受此政策約束？
本政策適用於以下個人（統稱爲“涵蓋人員”）：（i）公司董事會成員（“董事”），（ii）公司及其子公司的高管和職員，（iii）公司及其子公司承包商、顧問和顧問，他們持有關於公司或其子公司的重要非公開信息，以及（iv）關聯人士（如下定義）。所有受覆蓋的人員均有責任閱讀本政策並遵守本政策。
此政策還包括一個名爲“公司董事和高級管理人員，擁有「副總裁」或更高級別頭銜的人員，內部審計，會計/財務，和擁有「董事」或更高級別頭銜的法律人員，以及可能定期接觸重大非公開信息的其他人員（統稱“延期審議提案有關規定”）部分，適用於公司的董事和高管，擁有「副總裁」或更高級別頭銜的人員，內部審計，會計/財務和法律人員，擁有「董事」或更高級別頭銜的人員，以及某些其他與該部門人員 可能具有對重大非公開信息的接觸（統稱“ 所有板塊"內部人員）。附加政策包含適用於所有內部人員的規定，涉及公司的預先審批和經紀接口程序。
附加政策還包含關於「黑名單期間」的條款，在此期間，受限內部人員不得進行公司證券交易（除了根據規則10b5-1計劃）。受限內幕人員”是公司董事和高級管理人員的子集，擁有「副總裁」或更高職位的人員，具有「董事」或更高職位的會計/財務部門人員，涉及財務報告或財務規劃與分析，並且涉及某些其他人員 定期接觸重要非公開信息的。 定期接觸重要非公開信息的人員。
《附加政策》還包含了關於董事和《1934年證券交易法》第16條條例的執行官報告收購或處置公司證券的規定。使擁有公司註冊證券類別10%以上股權的官員、董事或實際股東代表簽署人遞交表格3、4和5（包括修正版及有關聯合遞交協議）,符合證券交易法案第16(a)條及其下屬規則規定的要求；”).
所有覆蓋人士適用於採納10b5-1規劃的指引和要求已附在本政策中。 附錄 A.
以下表格總結了該政策對特定受益人的適用性：
| 關於公司證券交易的政策 | 針對內部人士的額外政策 | 附錄 A | |||||||||||||||||||||
| 預先清關和經紀人接口程序 | 特定交易規則 | 封鎖期 | 《交易法》第 16 條報告 | 規則 10b5-1 計劃的指導方針 | |||||||||||||||||||
受保人士 | (1) | ü | 和 | 和 | 和 | 和 | ü | ||||||||||||||||
內部人士 | (2) | ü | ü | ü | 和 | 和 | ü | ||||||||||||||||
受限內部人士 | (3) | ü | ü | ü | ü | 和 | ü | ||||||||||||||||
公司證券交易政策 第2頁，共10頁 | ||
| 董事及16條職員 | ü | ü | ü | ü | ü | ü | |||||||||||||||||
(1) 適用於不是內幕人員的覆蓋人員。
(2)適用於不是受限制內幕人士的內幕人士。
(3) 適用於不是董事或16條規定的官員的受限制內部人員。
本政策適用於所有板塊，無論是永久的還是臨時的，薪酬制或計時制，在美國境內外均適用。本政策還適用於受覆蓋者的直系親屬和與覆蓋者同住的人員，以及覆蓋者對公司證券交易具有控制或影響力的任何個人或實體（統稱“"}相關人員”).
此外，即使您不再受公司僱傭或從事公司業務，也必須保持在任職期間獲得的任何機密或專有信息的保密性。本政策在您離職後仍適用於公司證券交易。如果個人在服務終止時持有重要的未公開信息，則該個人在該信息已經公開或不再重要之前不能交易公司證券。
III.哪些交易受到這項政策的約束？
本政策適用於公司證券的所有交易，包括（但不限於）普通股、優先股、普通股購買期權、限制性股票、限制性股票單位以及公司可能不時發行的任何其他證券，如債務證券、認股權證和可轉換債券，以及與公司資本股相關的衍生證券，如認購期權、認沽期權和期貨合同，無論這些證券是否由公司發行（統稱「所有板塊」。公司證券內幕交易和禁止交易。”).
IV.您有責任遵守本政策和適用的證券法律
Covered Persons有道德和法律義務，要保持公司信息的保密性，不得在掌握具有重大非公開信息的情況下進行公司證券交易。每個人都有責任確保自己符合本政策，並確保相關人員，如下所述，也遵守本政策。在所有情況下，確定個人是否持有重大非公開信息的責任在於該個人，公司、總法律顧問或任何其他僱員或董事根據本政策（或其他方式）採取的任何行動都不構成法律建議，也不使個人免受適用證券法律的責任。 您可能會受到嚴厲的法律制裁（包括刑事起訴）和公司紀律處分，因爲違反適用證券法律或本政策的行爲。，包括更詳細描述在 第七部分 (罰款）下文。
V.POLICY AGAINST INSIDER TRADING
Section 10(b) of the Exchange Act and Rule 10b-5 promulgated pursuant to the Exchange Act (“Rule 10b-5”) prohibit any Covered Person from (i) purchasing or selling any Company
Policy Regarding Trading in Company Securities Page 3 of 10 | ||
Securities if he or she has knowledge of any Material Nonpublic Information concerning the Company and (ii) disclosing to any other person any Material Nonpublic Information concerning the Company if it is reasonably foreseeable that such person may use that information in purchasing or selling Company Securities. Under this Policy, these same restrictions apply to Related Persons.
In addition, these same restrictions apply to Covered Persons and Related Persons with respect to Material Nonpublic Information concerning any other company that a Covered Person learns of in the course of his or her employment or affiliation with the Company. For example, you may not trade in the securities of other companies, such as vendors or suppliers of the Company or those companies with which the Company may be negotiating a major transaction, while in possession of Material Nonpublic Information about that company. Information that is not Material Nonpublic Information with respect to the Company may still be material to these other companies.
A.General Prohibition
Any Covered Person or any Related Persons who has Material Nonpublic Information relating to the Company may not, until the information becomes public, (i) buy or sell, directly or indirectly, Company Securities, (ii) engage in any other action to take personal advantage of that information, or (iii) pass that information on to others. In addition, any Covered Person or any Related Person who learns of Material Nonpublic Information about another entity with whom the Company does business may not trade in that entity’s securities until 12:00 p.m. on the third full trading day after the information becomes public. The only exceptions to this prohibition are those described in Section VI (Specific Policies).
You may, from time to time, have to forego a proposed transaction in Company Securities even if you had planned to make the transaction before learning of the Material Nonpublic Information and even though it might result in a financial loss. The appearance of impropriety must be avoided to preserve the Company’s reputation for adhering to the highest standards of conduct.
To ensure compliance with this Policy, all Covered Persons must:
•protect the confidentiality of Material Nonpublic Information by, for example, avoiding conversations about such information in public areas and by storing files containing Material Nonpublic Information in secure locations;
•not disclose (“tip”) Material Nonpublic Information to any other person (including family members) if that information could be used by that person for his or her direct or indirect profit by trading in the securities of companies (including the Company) to which the information relates or make recommendations or express opinions concerning transactions in the Company’s (or any other company’s) securities on the basis of Material Nonpublic Information;
Policy Regarding Trading in Company Securities Page 4 of 10 | ||
•not trade in a company’s securities when they learn, in the course of working for the Company, some Material Nonpublic Information about that company with which the Company does business, including a customer or supplier of the Company;
•decline comment and refer all inquiries concerning the Company which may be received from the media to the principal leader of the Company’s Communications Department or from the financial community to the principal leader of the Company’s Investor Relations Department; and
•report any unauthorized disclosure of Material Nonpublic Information, whether inadvertent or otherwise, immediately to our General Counsel.
The prohibition on “tipping” set out above includes supposedly “anonymous” communications such as in Internet chat rooms, blogs, and bulletin or message boards. Tipping may subject the tipper to criminal and civil penalties, even when the tipper does not profit by the prohibited disclosure.
In addition, any Covered Person who is no longer employed by, or affiliated with, the Company, but who has Material Nonpublic Information must continue to comply with this Policy and may not trade in Company Securities until 12:00 p.m. on the third full trading day after the Material Nonpublic Information in his or her possession has become public or until such information is no longer material.
Because securities laws regarding insider trading are complex, you should contact our General Counsel if you have any questions about whether information in your possession is Material Nonpublic Information or if a proposed transaction or communication would violate the securities laws or the terms of this Policy. Our General Counsel will determine the appropriate action. Please direct your questions and requests to [email address].
B.What is Material Nonpublic Information?
“Material Nonpublic Information” is information about a company that is both material and nonpublic.
根據本政策，有關公司的信息若存在合理投資者可能認為該信息對買入、賣出或持有該公司的安防重要的重大可能性，則該信息就是重要的。若是合理投資者認為該信息明顯地改變了有關某項投資或安防的“總體混合”中的信息，該信息亦可能是重要的。換句話說，重要性在一定程度上可能取決於有關可應用公司的其他信息的語境。雖然某信息本身並不重要，但當該信息與其他信息結合時，顯著地改變了有關某公司的總體信息混合，那看似不重要的信息可能就是重要的。
有關交易公司證券的政策 第5頁，共10頁 | ||
資訊在廣泛傳播或廣泛提供給普遍投資大眾之前，一般而言均屬「非公開」，例如透過主要新聞服務傳達的新聞稿或向美國證券交易委員會進行公開申報。美國證券交易委員會”).
C.「重要信息」是什麼？
雖然不可能列出所有類型的物料信息，以下是一些特別敏感並應視為物料的信息類型的示例:
•財務表現，特別是季度或年度的收益資訊和指引，包括預估或修訂；
•對外部傳達的財務、銷售或其他績效目標的表現或變化
•對財務、銷售或其他內部預算預測的表現或變化；
•即使是初步性質的討論、提案或合併、收購或剝離的協議，或對其他公司的證券的公開收購提議；
•重要合同、銷售、訂單或客戶關係的損失或收益;
•流動性問題或總資產的重大增減；
•管理問題或任何實際或潛在的控制變更或管理層關鍵成員的變更;
•判決、威脅訴訟、政府調查或行政行動，或此類事項的重大發展；
•一次重大的網絡安全概念泄露；
•重大的食品安全問題或重大召回；
•重大的勞工談判或爭議，包括可能的罷工；
•業務策略、定價策略、銷售量、銷售組合或市場份額、會計或營銷方面的重大變化；
•產品或產品線方面的重大變化或發展;
•公共或私人出售額外證券；
•債務評級的變化或分析師對證券的升級或降級；
有關交易公司證券的政策 第6頁，總共10頁 | ||
•建立、開始或終止回購證券計劃;
•拆股或股利政策的變更。
上面的列表不包括所有可能被視為重要的信息。此外，法院和證券交易委員會也拒絕識別所有可能被視為重要的信息。如果您不確定自己是否擁有重要的非公開信息，您應該諮詢我們的總法律顧問。所有類型的信息都可以被視為重要。只有根據所有可用的證據進行具體判斷，才能確定該信息是否構成重要的非公開信息。.
D.「非公開」是指什麼資訊？
除非資訊已被廣泛傳播或向投資大眾普遍提供，例如通過主要新聞服務發布的新聞稿或向證券交易委員會進行公開申報，否則該資訊屬於"未公開"。
在發布新聞稿或向美國證券交易委員會提交報告後，必須留出足夠的時間讓市場完整消化這些信息；根據一般規則，市場在信息發佈後的第三個完整交易日中午12:00之前不應被視為完全消化這些信息。 透過較狹窄的渠道分發信息，例如在不被廣泛查看的網站上發布，可能不足以使其公開。此外，非公開信息在市場或互聯網上以謠言的形式出現並不意味著該信息已被公開散播。需要注意的是，即使信息變得公開，與某些事項相關的許多方面可能仍然是非公開的。對大眾公開的信息即為公開信息——人們可能需要知道在哪裡尋找或向誰詢問，但對任何人可得的信息被視為公開信息。
如果您不確定某些資訊是否已公開傳播，應該諮詢我們的總法律顧問，或者假設這些資訊為非公開且具有重大性，並將其視為機密。一般來說，安全總比後悔好。
VI.具體政策
為了澄清公司關於涉及被監管人可能交易公司證券的某些經常發生的情況的政策，公司建立了以下政策。 如果您不確定某筆預定交易是否符合以下描述的政策，您應該聯繫我們的總顧問。
A.員工福利計畫
參與公司員工福利計劃（包括公司的递延薪酬計劃和401（k）養老金計劃）的受覆盖人不得在這些計劃下從事涉及（i）更改捐款選擇股票型基金的計劃，以及（ii）公司內部計劃轉移進出的任何交易 股票
有關交易公司證券的政策 第7頁 / 共10頁 | ||
在任何封閉期（對於受到公司封閉期約束的限制性內部人，如附加政策中所述）或在其擁有重要非公開信息的任何時候，均不得交易所有基金類型。然而，符合條件的人在此類期間僅僅收到股權獎勵並不會違反本政策。此外，以下交易不會違反本政策：
•自動薪資扣除款項用於購買公司普通股，根據Company福利計劃（例如公司的401(k) 養老計劃）進行，並在您不知情於具有重大未公開信息之選擇貢獻選舉時進行。
•選舉允許公司扣留股份以符合稅務扣繳要求，適用於股權獎勵的行使或歸屬，前提是您的獎勵協議或基礎的股權激勵或福利計劃允許為此目的扣留股份。
B.選擇權行使
限制內部人員可以在公司設立的每季開放交易窗口內，行使由公司授予的期權或其他權利，以購買公司的證券。 受涵蓋人員在黑暗期內（如果您是受公司黑暗期約束的限制內部人員，如附加政策所述），或在您擁有重大非公開信息的任何時候，不能進行淨行使（或在您向公司交付證券以支付行使價格的其他行使）。 請注意，根據本政策購買的證券的任何後續銷售（包括根據經紀人協助的無現金行使股票期權進行的銷售）必須在開放交易窗口內進行（如果您是受公司黑暗期約束的限制內部人員，如附加政策所述）， (i) 根據規則10b5-l計劃進行，或 (iii) 以其他方式經我們的總法律顧問批准。
C.限制性股票獎勵
本政策不適用於受限股解禁或根據您選擇讓公司扣留股份以滿足任何受限股解禁時的稅款扣繳要求的行使權。但是本政策適用於任何受限股的市場沽售。
D.員工股票購買計劃
公司可能不時採用員工股票購買計劃。本政策不適用於在該員工股票購買計劃中購買公司證券，其原因是您根據您在計劃註冊時所作的選擇定期或一次性向該計劃投入資金。然而，本政策適用於您首次選擇參與公司員工股票購買計劃，以及更改您的選擇參與時。 參與
有關交易公司證券的政策 第8頁共10頁 | ||
在任何招生期間的計劃中，以及根據該計劃購買的公司證券的銷售。
E.股息再投資計劃
公司偶爾可能會採用分紅再投資計劃。本政策不適用於您根據該分紅再投資計劃再投資公司證券所致的購買。但本政策適用於您自願購買公司證券，即因您選擇在公司分紅再投資計劃中進行額外貢獻而導致的購買，以及您選擇參與該計劃或增加參與該計劃的程度。
F.禮物
受限人士和相關人士可隨時對公司證券進行真誠的贈與（例如慈善捐贈、家庭贈與或遺產規劃轉移）。然而，在受限人士擁有重要非公開信息的情況下，導致優惠稅務後果的慈善捐贈是禁止的。根據具體情況，贈與的接受者可能會受到後續出售此類證券的限制。不允許任何旨在規避內幕交易規則的贈與。 受限內部人必須在進行任何公司證券的贈與或貢獻之前，諮詢我們的總法律顧問或我們證券法小組的成員並獲得事先批准。.
董事和第16節主管（如下面所定義）必須在收到禮物後的兩天內於表格4上報告該禮物。
G.已批准預先計劃交易方案
受覆蓋人員和關聯人員可能根據符合規則1005和本政策的特定預先計劃交易計劃而買入或賣出公司證券（包括“10b5-1交易計劃指南」附件 附錄A) (a “10b5-1計畫規則”）。一旦10b5-1規劃制定完成，即使您在採納10b5-1規劃後得悉內幕消息，公司證券的買賣也可以按照該計劃進行。
附加規則10b5-1計畫政策適用於內部人（受公司預先批准程序約束）和受限制內部人（受公司封閉期約束），詳情載於附加政策中。
VII.懲罰
A.刑事和民事處罰
違反上述責任可能導致公司和有關個人面臨嚴重不良後果，包括監禁、刑事罰款是獲利額數倍或避免損失、利潤返還、三倍賠償、巨額賠償、強制施行禁令、財務賠償和暫停公司證券的公開交易。鑑於潛在處罰的嚴重性，絕對必須遵守本政策。
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聯邦刑事當局可能尋求處罰，包括高達500萬美元的罰款和20年監禁。此外，現行法律授權執法機構向提供導致內幕交易處罰實施的信息的人授予可觀數額的獎金。
證券交易委員會（SEC）還可以向任何人在內幕交易違規時，直接或間接控制該違規者的人士追求可觀的民事罰款。SEC的罰款包括高達三倍於所獲利潤或避免損失的罰金，可以對交易者和信息提供者（即缺乏透明度的數據即向實際進行交易的人披露重大非公開信息的人）處以，即使該信息提供者沒有從該交易中獲利。SEC已獲得廣泛的權力，以尋求「對於投資者利益可能適當或必要的任何公平救濟」，以應對任何證券法條款的違規行為。SEC也可以禁止違規者在未來作為公開公司的董事或高層管理人員服務。
Finally, private lawsuits also may be brought against illegal traders by persons who traded without access to the Material Nonpublic Information and incurred losses.
B.Company Imposed Penalties
The Company reserves the right to penalize Covered Persons for violations of this Policy by the Covered Person, or any Related Person, including termination of employment.
VIII.COMPANY ASSISTANCE
Compliance with this Policy is of the utmost importance both for the Covered Persons and the Company. Any person who has a question about this Policy, or its application to any proposed transaction, may obtain additional guidance from the General Counsel. A Covered Person shall not try to resolve uncertainties he or she encounters as the rules relating to insider trading are often complex, not always intuitive and carry severe consequences. Please direct your questions and requests to [email address].
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Policy Regarding Trading in Company Securities Page 10 of 10 | ||
ADDITIONAL POLICIES AND PROCEDURES FOR INSIDERS
I.INTRODUCTION
The Company has adopted these Additional Policies and Procedures for Insiders (these “Additional Policies”) with respect to trading in Company Securities by Insiders and Restricted Insiders. These Additional Policies supplement the Company’s “Policy Regarding Trading in Company Securities” (the “Base Policy” and together with the Additional Policies, collectively this “Policy”). Capitalized terms used in these Additional Policies and not otherwise defined have the meanings ascribed to such terms in the Base Policy.
These Additional Policies are designed to help Insiders transact in Company Securities in a manner that protects the Insiders and the Company because of the extra public scrutiny faced by Insiders as a result of their positions with the Company. These Additional Policies are also designed to help members of the Company’s board of directors and Section 16 Officers (as defined below) comply with the requirements of the Exchange Act.
All persons subject to these Additional Policies are responsible for reading these policies and procedures and complying with them. You should direct any questions about the application of these Additional Policies, or requests for exceptions, to our General Counsel. Although our General Counsel generally is responsible for the implementation of these Additional Policies, he or she may designate associates to carry out any of the duties described below.
II.WHO IS SUBJECT TO THESE ADDITIONAL POLICIES?
Section III (Preclearance and Broker Interface Procedures) and Section IV (Rules for Specific Transactions) of these Additional Policies apply to all Insiders (i.e., the Company’s directors and executive officers, associates with a title of “Vice President” or higher, Internal Audit, Accounting/Finance, and Legal personnel with a title of “Director” or higher and certain other associates who may periodically have access to Material Nonpublic Information, including members of the corporate finance external reporting and internal audit departments).
Section V (Blackout Periods) of these Additional Policies applies to Insiders who are Restricted Insiders (i.e., the Company’s directors and executive officers, associates with a title of “Vice President” or higher, Accounting/Finance department personnel with a title of “Director” or higher who are involved in financial reporting or financial planning & analysis, and certain other associates who routinely have access to Material Nonpublic Information).
Section VI (Reporting and Other Trading Restrictions Under Section 16 of the Exchange Act) applies to the Company’s directors and Section 16 Officers.
For purposes of these Additional Policies, the Company generally considers the following persons to be “Section 16 Officers”:
Additional Policies and Procedures for Insiders Page 1 of 8 | ||
•the Company’s principal executive officer,
•the Company’s principal financial officer,
•the Company’s principal accounting officer,
•the Company’s Chief Human Resources Officer,
•the Company’s General Counsel,
•any vice president of the Company in charge of a principal business unit, division or function, and
•any other officer who performs a policy making function.
The Board of Directors determines the Company’s Section 16 Officers from time to time. The General Counsel may also determine that certain associates are Insiders or Restricted Insiders from time to time. You are receiving these Additional Policies because you are an Insider for purposes of these Additional Policies.
III.PRECLEARANCE AND BROKER INTERFACE PROCEDURES
A.Preclearance Requirement
All Insiders and Related Persons must obtain preclearance from our General Counsel or a member of the Company’s securities law group for any transaction involving Company Securities (including a securities plan transaction such as an option exercise, a gift, a loan or pledge, a contribution to a trust or any other transfer). This includes transactions by entities over which an Insider exercises control. The preclearance requirement applies regardless of whether a “blackout period” is in effect at the time of the intended transaction, but does not apply to trades pursuant to an approved Rule 10b5-l Plan.
B.Preclearance Procedure
A request for preclearance must be submitted to our General Counsel or a member of Company’s securities law group prior to consummation of an intended transaction. It is recommended that associates request an interview at least 24 hours in advance of the intended transaction to allow time to schedule an interview. The request must be in writing and can be sent to [email address]. Following receipt of the request, the General Counsel, or his or her designee will conduct a preclearance interview with the Insider. You must speak to a member of the Company’s securities law group to obtain preclearance authorization before trading in Company Securities.
The General Counsel will then advise the applicable Insider whether the transaction is permitted and whether he or she may proceed with the transaction. If preclearance is denied, the fact of such denial must be kept confidential by the person requesting such preclearance. Unless revoked, preclearance of a transaction is valid only for a two-trading day period. If the transaction order is not placed within that period, clearance of the transaction must be re-requested.
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IV.RULES FOR SPECIFIC TRANSACTIONS
A.Prohibited Transactions
The Company considers it inappropriate for Insiders to engage in speculative transactions in Company Securities or in certain other transactions in Company Securities that may lead to inadvertent violations of insider trading laws or that create a conflict of interest for the Insider. Therefore, Insiders may not engage in any of the following transactions with respect to Company Securities:
•short sales;
•buying or selling options to purchase Company Securities (other than options granted pursuant to the Company’s equity-based compensation plans), including puts or calls;
•holding Company Securities in margin accounts and/or pledging Company Securities as collateral;
•hedging transactions (including with respect to any Rule 10b5-1 Plan); and
•placing standing orders with a broker to buy or sell Company Securities that have a duration in excess of three business days (other than when such orders are made pursuant to a Rule 10b5-1 Plan).
In addition, from time to time, the Company may determine that other types of transactions by Insiders in Company Securities shall be prohibited or shall be permitted only with the prior written consent of the General Counsel.
B.Awards Under Equity-Based Compensation Plans
The Company’s policy is not to make equity awards during a blackout period. However, if the Company were to make an equity award to you during any such period, your receipt of that award would not be in violation of this Policy. In addition, the vesting, during a blackout period or at any other time in which the recipient has Material Nonpublic Information, of an equity award granted by the Company would not violate this Policy, provided that the vesting schedule for such equity award was determined in accordance with the applicable equity-based compensation plan and the recipient’s award agreement and the recipient could not control when such vesting occurred. The exercise, during a blackout period or at any other time in which you have Material Nonpublic Information, of tax withholding rights pursuant to which you elect to have the Company withhold shares to satisfy tax withholding requirements also would not violate this Policy, provided that your award agreement or equity incentive plan pursuant to which the award was granted permits the shares to be withheld for this purpose.
You may not, however, do any of the following during a blackout period or at any other time in which you have Material Nonpublic Information:
Additional Policies and Procedures for Insiders Page 3 of 8 | ||
•except as otherwise permitted under this Policy, enter into any transactions under the Company’s deferred compensation plans, and any other benefit plans adopted by the Company from time to time, to the extent the transactions involve an investment in Company Securities; or
•elect to participate in a Company benefit plan if that election involves a decision to invest in Company Securities.
Please be aware that, notwithstanding the foregoing, any subsequent sale of securities received under the Company’s equity-based compensation plans in accordance with this section (including in connection with a broker-assisted cashless exercise of stock options) must be made in a manner that complies with these Additional Policies (e.g., all Insiders must obtain preclearance and Restricted Insiders may not transact during “blackout periods”).
V.BLACKOUT PERIODS
A.Blackout Periods
The Company prohibits Restricted Insiders from trading in Company Securities during the blackout periods described below. The prohibition from trading during these blackout periods does not apply to certain transactions described in Section VI (Specific Policies) in the Base Policy or certain transactions described above in Section IV.B (Awards Under Equity-Based Compensation Plans). However, please be aware that you must consult our General Counsel before trading in Company Securities if you think you may have any Material Nonpublic Information, even during periods that are not blackout periods (except as provided under “Rule 10b5-1 Plan Trading” below). Our General Counsel, in consultation with our outside legal counsel (as appropriate), will make the final determination as to whether you may trade in Company Securities given your knowledge of such information.
1.Quarterly Blackout Periods
The Company prohibits Restricted Insiders from trading in Company Securities during the quarterly “blackout periods” scheduled in advance and set out in a memorandum provided to such persons at the beginning of each quarterly open window period. Our scheduled quarterly blackout periods shall commence on the date set in advance by the Company’s General Counsel, which will generally be no later than the fifteenth business day of the last accounting period during each fiscal quarter and end at 12:00 p.m. on the third full trading day following the public disclosure of our financial results for such fiscal quarter. During these periods, Restricted Insiders generally possess, or are presumed to possess, Material Nonpublic Information about the Company’s financial results. If you have questions regarding the quarterly blackout periods for the current fiscal year, please contact [email address].
The trading restrictions imposed in quarterly blackout periods do not apply to transactions made under an approved Rule 10b5-l Plan, although Rule 10b5-l Plans may not be adopted during a quarterly blackout period.
Additional Policies and Procedures for Insiders Page 4 of 8 | ||
2.Special Event Blackout Periods
In addition, from time to time Material Nonpublic Information regarding the Company may be pending and not publicly disclosed, including but not limited to the gain or loss of a significant customer, entry into merger or asset purchase agreements, significant personnel changes, results of certain negotiations or interim earnings guidance. Prior to public disclosure of this Material Nonpublic Information, the Company may impose a special event blackout period during which Restricted Insiders, and any other individuals notified by the Company, will be prohibited from trading in Company Securities. These special event blackout periods will be announced orally, by email or by other appropriate communication. The existence of a special event blackout period will not be announced broadly within the Company; rather, the announcement will be made only to those individuals who are aware of the Material Nonpublic information which requires the trading blackout.
The trading restrictions imposed in special event blackout periods do not apply to transactions made under an approved Rule 10b5-l Plan, although Rule 10b5-l Plans may not be adopted during a special event blackout period.
3.Administrative Blackout Periods
The Company’s Restricted Insiders are prohibited from discretionary trading in Company Securities during administrative blackout periods under its 401(k) plan and other Company retirement plans that include Company Securities. Our General Counsel will advise you whenever an administrative blackout period is imposed with respect to the Company’s 401(k) and other retirement plans.
Limited exceptions apply to administrative blackout periods, and Restricted Insiders should consult with our General Counsel prior to attempting to trade in Company Securities during any such period. Please be aware that any profit realized from a transaction during an administrative blackout period is recoverable by the Company without regard to intent. In addition, unlike Section 16 of the Exchange Act, no matching transaction is required in order to impose the disgorgement penalty.
4.Applicability to Family Members
The Company also requires Related Persons of Restricted Insiders to refrain from trading in Company Securities during blackout periods. While there is no violation of insider trading rules if it can be shown that a family member or other person associated with a Restricted Insider acted independently when trading and without knowledge of Material Nonpublic Information, a strong presumption may arise that Material Nonpublic Information has been shared with such person by the Restricted Insider.
B.Open Trading Windows
Upon receiving preclearance from the General Counsel or a member of the Company’s securities law group (see Section III above), Restricted Insiders are permitted to trade in Company Securities when no blackout period is in effect. Generally, that means that Restricted Insiders may trade during the period beginning on the first day after a quarterly blackout period ends and ending on
Additional Policies and Procedures for Insiders Page 5 of 8 | ||
the day that the next quarterly blackout period begins (see Section V.A.1 above). However, even during this trading window, a Restricted Insider who is in possession of any Material Nonpublic Information should not trade in Company Securities until (a) the information has been made publicly available or is no longer material and (b) the General Counsel or a member of the Securities Law group has approved preclearance pursuant to Section III above. In addition, the Company may close this trading window if a special blackout period under Section V.A.2 or V.A.3 is imposed and will re-open the trading window once the special blackout period has ended.
VI.REPORTING AND OTHER TRADING RESTRICTIONS UNDER SECTION 16 OF THE EXCHANGE ACT
A.Section 16(a) Reporting Requirements
Section 16(a) of the Exchange Act requires the Company’s directors, Section 16 Officers and 10% beneficial owners (collectively “Section 16 Persons”) to file beneficial ownership reports in connection with their purchases and sales of Company Securities. SEC rules require that all filings be made with the SEC electronically and posted on the Company’s website.
The consequences for failure to file a Form 3, 4 or 5 or failure to file on a timely basis could result in civil penalties, including substantial monetary penalties and cease and desist orders prohibiting the Section 16 Person from trading in Company Securities for a certain period of time. Criminal penalties could be imposed for a willful failure to comply with reporting provisions. Further, the Company is required to disclose in its annual proxy statement the names of all Section 16 Persons who have failed to timely file all required Section 16(a) reports.
1.Form 3
A Section 16 Person must file a Form 3 (entitled “Initial Statement of Beneficial Ownership of Securities”) with the SEC to report that he or she is a Section 16 Person and his or her ownership interests in the Company. Anyone becoming a Section 16 Person must file a Form 3 within 10 days after becoming a Section 16 Person.
2.Forms 4 and 5
A Section 16 Person must file a Form 4 (entitled “Statement of Changes in Beneficial Ownership”) with the SEC to report a transaction within two business days after the date of such transaction if it results in a change in his or her beneficial ownership of the Company’s equity securities. Such transactions now include the disposition through a bona fide gift. There are three general exceptions to the two-business day reporting requirement.
First, the following types of transactions may be reported on a Form 4 within two business days following the date the Section 16 Person receives notice of the transaction (but in no event later than five business days following the transaction), rather than two business days following the date on which the transaction occurs:
•a transaction pursuant to a Rule 10b5-l plan under which the Section 16 Person does not select the date on which the purchases or sales take place; and
Additional Policies and Procedures for Insiders Page 6 of 8 | ||
•a “discretionary transaction” (as defined in Rule 16b-3) pursuant to an employee benefit plan for which the Section 16 Person does not select the date on which transactions take place (such as transfers in or out of, or cash withdrawals from, a Company stock fund in a 401(k) plan or other employee benefit plan).
Second, certain transactions may, and in a few instances must, be reported on a yearend Form 5. A Form 5 must be filed with the SEC within 45 days after the end of such fiscal year by each person who was a Section 16 Person for any part of a company’s fiscal year (unless he or she has no transactions to report on the Form 5). Section 16 Persons also must report on a Form 5 all transactions that occurred during the fiscal year that should have been, but were not, reported earlier on Form 4.
Third, the following types of transactions do not trigger any Form 4 or Form 5 filing requirement:
•an acquisition under an employee stock purchase plan;
•a transaction (other than a “discretionary transaction”) under certain employee benefit plans, such as pension plans, 40l(k) plans or related excess benefit plans;
•an acquisition through a stock split, stock dividend or other pro rata distribution to stockholders of the Company;
•an acquisition under certain dividend or interest reinvestment plans; and
•an acquisition or disposition as a result of a domestic relations orders (such as a divorce decree).
Although these transactions do not require the filing of a Form 4 or Form 5, the next Form 4 or Form 5 filed after the occurrence of one of these transactions should reflect the effects of these transactions in the column reporting post-transaction security ownership.
3.Preparation of Forms 3, 4 and 5
Although the responsibility for the timely filing of reports and compliance with trading restrictions rests with each individual required to report or comply, the Company will prepare and file Forms 3, 4 and 5 on behalf of Section 16 Persons. All Forms 3, 4 and 5 prepared on behalf of a Section 16 Person will be based on information provided by the Section 16 Person. Accordingly, all Section 16 Persons must proactively communicate with the securities law group regarding any transaction or proposed transaction in Company securities.
In order to enable the Company to prepare and file the Forms 3, 4 and 5 on a timely basis, we must have on file an executed power of attorney authorizing the designated individuals to sign and file Section 16 reports on your behalf. Execution of this power of attorney will not preclude you from preparing, filing and signing these Section 16 reports if you choose to do so. However, having the form on file with the Company will enable the designated individuals to sign and timely file the Section 16 reports on your behalf if you are not available, thus preventing a violation of the
Additional Policies and Procedures for Insiders Page 7 of 8 | ||
securities laws. Please contact our [email address] to obtain a blank form of power of attorney if we do not already have an executed power of attorney on file for you.
B.Section 16(b) Short-Swing Profit Liability
Section16(b) of the Exchange Act allows a Company to recover any profit realized by one of its Section 16 Persons resulting from any combination of purchases and sales of the Company’s equity securities within a period of less than six months. Such liability arises without regard to whether any such transactions occur outside of the blackout periods referred to above. Profits are determined for this purpose by matching the highest sales price during the period with the lowest purchase price and are to be recovered even if the Section 16 Person realized no actual profit for the period or he or she sustained a net loss. Although the purpose of the statute is to prevent trading on the basis of Material Nonpublic Information, the recovery provision operates without regard to the intent of the Section 16 Person or the actual possession of Material Nonpublic Information and may not be waived by the Company.
The restrictions on “short-swing” trading apply not only to trading in Company Securities but also to any “derivative security.” Thus, for example, a grant or exercise of options (other than grants or exercises made under a plan that is exempt from Section 16(b)) would be considered to be a “purchase” or sale of Company Securities under Section 16. Other transactions not necessarily thought to involve purchases, such as corporate mergers, also may be covered. The SEC has exempted certain transactions, such as purchases under employee benefit plans that have been approved by stockholders or the board of directors, from the “short-swing” profit recovery provisions of Section 16 (but not the reporting provisions). The Company’s Amended and Restated 2020 Equity Incentive Plan, Amended and Restated 2012 Equity Incentive Plan, Amended and Restated 2004 Equity Incentive Plan and 2002 Stock Incentive Plan and Employee Stock Ownership Plan have all been approved by the Company’s Board of Directors and stockholders. Section 16 Persons remain subject to these Section 16 requirements and restrictions for a period of up to six months after terminating their positions with the Company.
VII.INTERPRETATION AND AMENDMENT
The Company’s General Counsel and Corporate Secretary is authorized, empowered and directed to oversee the administration of the Insider Trading Policy, including rendering conclusive interpretations of the Insider Trading Policy and any modifications to the Insider Trading Policy that such officer deems necessary, appropriate and in the best interests of the Company (provided such modifications do not substantively change the Insider Trading Policy).
* * * * *
Additional Policies and Procedures for Insiders Page 8 of 8 | ||
EXHIBIT A
GUIDELINES FOR RULE 10b5-1 PLANS
I.INTRODUCTION
To avoid potential liability for insider trading, a Covered Person may wish to rely upon the affirmative defenses established by Rule 10b5-l under the Exchange Act. Rule 10b5-l is available to an individual or entity who purchases or sells a security under a binding contract, specific instruction or written plan that the person or entity put into place before becoming aware of Material Nonpublic Information. This is referred to as a Rule 10b5-l Plan.
Rule 10b5-1 provides a defense from insider trading liability. In order to be eligible to rely on this defense, a person must enter into a Rule 10b5-1 Plan that meets the conditions specified in Rule 10b5-1. Rule 10b5-1 presents an opportunity for Covered Persons to establish plans to sell or purchase Company Securities even when in possession of Material Nonpublic Information concerning the Company. Rule 10b5-1 only provides an “affirmative defense” if there is an insider trading lawsuit. It does not prevent anyone from bringing a lawsuit, nor does it prevent the media from reporting on any transactions executed pursuant to a Rule 10b5-l Plan.
You have the ultimate and exclusive responsibility for adhering to these guidelines and the requirements set forth herein. Any action on the part of the Company, any member of the Company’s legal department, or any other employee pursuant to these guidelines (or otherwise) does not in any way constitute legal advice or insulate you from liability under applicable securities laws. As such, if you violate these guidelines, the Company may take disciplinary action, including dismissal for cause. You must notify the General Counsel if you become aware of a breach of these guidelines, either by you or by another person subject to these guidelines.
II.CREATING A RULE 10B5-1 PLAN
Insiders who participate in a Company stock incentive plan have accounts maintained by [broker]. Covered Persons may also have accounts with other traditional brokers. Most traditional brokers offer a form of Rule 10b5-1 Plan that Covered Persons can use to establish arrangements to purchase or sell Company Securities. Insiders who wish to adopt such a Rule 10b5-1 Plan must submit the plan to the General Counsel for review and approval. The General Counsel may require that your broker modify its form of Rule 10b5-1 Plan to comply with these guidelines. Please direct your Rule 10b5-1 requests to [email address].
To create a Rule 10b5-l Plan, you must enter into a written plan for trading securities that has the following attributes. The plan must:
•Be entered into in good faith at a time when you do not possess Material Nonpublic Information concerning the Company. Your Rule 10b5-1 Plan may not be entered into as part of a plan or scheme to otherwise trade
Guidelines for 10b5-1 Plans EXHIBIT A – Page 1 of 4 | ||
on the basis of Material Nonpublic Information concerning the Company. To comply with these requirements, all Insiders must complete the preclearance process prior to entering into a Rule 10b5-1 Plan. Restricted Insiders may not enter into a Rule 10b5-1 Plan during a blackout period. Additionally, Directors and Section 16 Officers must personally certify pursuant to a representation in a Rule 10b5-1 plan that (i) they are not aware of any Material Nonpublic Information about the security or issuer and (ii) they are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of this section. You must act in good faith for the duration of the plan. For example, you should not improperly influence the timing of a corporate disclosure to benefit a trade scheduled to occur under your Rule 10b5-1 plan.
•Be in writing and preapproved by the General Counsel. The General Counsel must approve your written Rule 10b5-1 Plan before you may enter into it.
•Include appropriate trading instructions. You may either specify the price, number of shares and date of trades ahead of time or provide a formula or other instructions by which your broker can determine the price, amount and date of trades. Alternatively, you may simply authorize your broker to make purchase and sale decisions on your behalf without any control or influence by you.
•Limitation on multiple plans. Generally, multiple overlapping plans are prohibited. You may maintain two, separate Rule 10b5-1 plans, so long as trading under the later plan is not authorized to begin until after all trades under the earlier plan are completed or expire without execution, and provided that the later plan observes an “effective cooling-off period” (i.e., the applicable cooling-off period that would apply if the later plan were deemed to be put in place the day the earlier plan was terminated and the applicable cooling-off period were then observed).
•Prohibit you from exercising 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. You may delegate discretionary authority to your broker, but in no event may you consult with your broker regarding executing transactions, or otherwise disclose information to your broker concerning the Company that might influence the execution of transactions, under your Rule 10b5-1 Plan after it commences.
•Include a 30-day cooling off period between your adoption or modification of your Rule 10b5-1 Plan and the first possible transactions thereunder.
Guidelines for 10b5-1 Plans EXHIBIT A – Page 2 of 4 | ||
•For Directors and Section 16 Officers, include a cooling off period between your adoption or modification of your Rule 10b5-1 Plan and the first possible transactions thereunder that lasts until the later of:
othe 90th day following the plan adoption or modification, or
otwo business days following the disclosure in Form 10-K or 10-Q of the Company’s financial results for the first quarter in which the plan was adopted or modified,
but in no case is the cooling-off period required to exceed 120 days.
The cooling off period is designed to minimize the risk that a claim will be made that you were aware of Material Nonpublic Information concerning the Company when you entered into the Rule 10b5-1 Plan and that the plan was not entered into in good faith.
•Include an expiration date that is at least six months but not more than 18 months from the effective date of your Trading Plan. We will not approve plans with terms less than 6 months or in excess of 18 months. Shorter-term plans may be viewed as an attempt to make advantageous short-term trades, and longer-term plans are likely to have to be amended or terminated, which defeats the ultimate purpose of Rule 10b5-1 Plans.
III.TRADING OUTSIDE YOUR RULE 10B5-1 PLAN
You may only purchase or sell Company Securities outside of your Rule 10b5-1 Plan in accordance with the Policy Regarding Trading in Company Securities. In addition, you may not buy or sell Company Securities in an effort to use a hedging strategy to offset your plan trades while a plan is in effect. Any trading outside of your Rule 10b5-1 Plan will be subject to heightened scrutiny for potential hedging and, depending on the circumstances, it is generally advisable not to engage in any trading outside the plan.
IV.AMENDING, SUSPENDING OR TERMINATING YOUR RULE 10B5-1 PLAN
Amendments, including suspensions, and terminations will be viewed in hindsight and could call into question whether the Rule 10b5-1 Plan was entered into in good faith. As a result, amendments and terminations of Rule 10b5-1 Plans require preapproval of the General Counsel or a member of the Company’s securities law group following a preclearance interview, which will inquire into the change in circumstances that has occurred since the inception of the Rule 10b5-1 Plan that is giving rise to the requested amendment or termination. Scheduled sales or purchases of Company Securities pursuant to your Rule 10b5-1 Plan will not be halted during the pendency of your amendment or termination request. The Company has the right at any time to require additional and/or different requirements in connection with the amendment or termination of a trading plan in order to protect you and the Company from potential liability. Further, your Rule 10b5-1 Plan
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may be terminated or suspended by the Company at any time and for any reason. In addition, you may voluntarily amend or terminate your Rule 10b5-1 Plan, subject to the following conditions:
•You may not amend or terminate your Rule 10b5-1 Plan while in possession of Material Nonpublic Information;
•You must sign a certificate in favor of the Company and your broker affirmatively stating you do not possess Material Nonpublic Information concerning the Company at the time of the amendment or termination;
•Restricted Insiders may not amend or terminate Rule 10b5-1 Plans during blackout periods;
•Your amendment must include a cooling off period consistent with those required of a new plan as outlined above between your commitment to such amendment and any trades under the amended plan; and
•You will be limited to one amendment or suspension of your Rule 10b5-1 Plan during its term.
V.ADDITIONAL COMPANY GUIDELINES
None of the requirements or plan terms currently contemplated by these guidelines are exhaustive or limiting on the Company. The Company has the right to require the inclusion of additional provisions in your Rule 10b5-1 Plan designed to protect you and/or the Company, whether before or after the Rule 10b5-1 Plan has been approved by the General Counsel, or to delete or amend existing provisions.
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