FairPoint Communications 2010 Annual Report Download - page 189

least two Trading Days after the date of announcement. Although the Company may from time to time impose special Blackout Periods, because of
developments known to the Company and not yet disclosed to the public, each person is individually responsible at all times for compliance with the
prohibitions against insider trading.
9. Pre-clearance of Trades. The Company has determined that all executive officers and directors and their Family Members must refrain from trading in
the Company’s securities, without first complying with the Company’s “pre-clearance” process. Each executive officer or director must contact the Company’s
Insider Trading Compliance Officer not less than two (2) business days prior to commencing any trade in the Company’s securities. This pre-clearance
requirement applies to any transaction or transfer involving the Company’s securities, including a stock plan transaction such as an option exercise, or a gift,
transfer to a trust or any other transfer.
The Insider Trading Compliance Officer must pre-clear each proposed trade or transfer. The Insider Trading Compliance Officer is not under any
obligation to approve a trade submitted for pre-clearance, and may determine not to permit a trade.
To facilitate the process, the Company has prepared a pre-clearance form, attached hereto as Exhibit A, to be completed and provided to the Insider Trading
Compliance Officer. The Insider Trading Compliance Officer will assist with the approval process. No trade or transfer may be effected until the requesting
employee, officer or director has received the approved Pre-Clearance Request Form, even if two (2) business days have passed since the Pre-Clearance Request
Form was submitted.
The Company may also find it necessary, from time to time, to require compliance with the pre-clearance process from employees designated as Designated
Insiders.
Any executive officer and director who wishes to implement a trading plan under SEC Rule 10b5-1 must first pre-clear the plan with the Insider Trading
Compliance Officer. As required by Rule 10b5-1, an executive officer or director may enter into a trading plan only when he or she is not in possession of
Material Nonpublic Information. In addition, a trading plan may not be entered into during a Blackout Period. Transactions effected pursuant to a pre-cleared
trading plan will not require further pre-clearance at the time of the transaction.
10. Individual Responsibility. Every employee, officer and director has the individual responsibility to comply with this Policy against insider trading,
regardless of whether a transaction is executed outside a Blackout Period or is pre-cleared by the Company. The restrictions and procedures are intended to help
avoid inadvertent instances of improper insider trading, but appropriate judgment should always be exercised by each employee, officer and director in
connection with any trade in the Company’s securities.
An employee, officer or director may, from time to time, have to forego a proposed transaction in the Company’s securities even if he or she planned to
make the transaction before learning of the Material Nonpublic Information and even though the Insider believes he or she may suffer an economic loss or
forego anticipated profit by waiting.