FairPoint Communications 2010 Annual Report Download - page 187
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to make an announcement on a Monday, Designated Insiders (as defined below) shall not trade in the Company’s securities until Thursday.
2. Tipping. No employee, officer or director of the Company shall disclose or pass on (“tip”) Material Nonpublic Information to any other person,
including a Family Member or friend, nor shall such person make recommendations or express opinions on the basis of Material Nonpublic Information as to
trading in the Company’s securities.
3. Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized
disclosure of such information is forbidden.
Potential Criminal and Civil Liability
and/or Disciplinary Action
4. Liability for Insider Trading. Any employee, officer or director who engages in a transaction in the Company’s securities at a time when they have
knowledge of Material Nonpublic Information may be subject to penalties and sanctions, including:
• up to 20 years in jail;
• a criminal fine of up to $5,000,000;
• a civil penalty of up to $1,000,000 or, if greater, 3 times the profit gained or loss avoided; and
• SEC civil enforcement injunctions.
5. Liability for Tipping. Any employee, officer or director who tips (“tippers”) a third party (commonly referred to as a “ tippee”) may also be liable for
improper transactions by tippees to whom they have tipped Material Nonpublic Information regarding the Company or to whom they have made
recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities. Tippers and tippees would be subject to
the same penalties and sanctions as described above, and the SEC has imposed large penalties even when the tipper or tippee did not profit from the trading.
The SEC, the stock exchanges and Nasdaq use sophisticated electronic surveillance techniques to uncover insider trading.
6. Control Persons. The Company and its supervisory personnel, if they fail to take appropriate steps to prevent illegal insider trading, may in certain
circumstances, be subject to the following penalties:
• a civil penalty of up to 3 times the profit gained or loss avoided as a result of the employee’s violation; and
• a criminal penalty of up to $25,000,000.
7. Possible Company-Imposed Disciplinary Actions . Employees of the Company who violate this Policy shall also be subject to disciplinary action by
the Company, which may include ineligibility for future participation in the Company’s equity incentive plans or termination of employment.