FairPoint Communications 2010 Annual Report Download - page 192

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circumstances of the proposed transaction and if necessary direct how the transaction is disclosed to the public.
Margin Accounts and Pledges
Securities held in a margin account may be sold by the broker without the customer’s consent if the customer fails to meet a margin call. Similarly,
securities pledged (or hypothecated) as collateral for a loan may be sold in foreclosure if the borrower defaults on the loan. A margin sale or foreclosure sale
may occur at a time when the pledgor is aware of Material Nonpublic Information or otherwise is not permitted to trade in Company securities pursuant to
Blackout Period restrictions. Thus, unless pre-cleared by the Insider Trading Compliance Officer, employees, officers and directors are prohibited from
pledging Company securities as collateral for a loan. Any employee, officer or director preparing to pledge his Company securities must clearly demonstrate
his or her financial capacity to repay the loan without resort to the pledged securities. Any person proposing to pledge Company securities as collateral for a
loan must submit a request for approval to the Insider Trading Compliance Officer at least two weeks prior to the proposed execution of documents evidencing
the proposed pledge.
Post-Termination Transactions
This Policy continues to apply to transactions in Company securities even after an employee, officer or director has resigned or terminated employment. If
the person who resigns or separates from the Company is in possession of Material Nonpublic Information at that time, he or she may not trade in Company
securities until that information has become public or is no longer material.
Communications with the Public
The Company is subject to the SEC’s Regulation FD and must avoid selective disclosure of Material Nonpublic Information. The Company has
established procedures for releasing material information in a manner that is designed to achieve broad public dissemination of the information immediately
upon its release. Pursuant to Company policy, only the executive officers who have been authorized to engage in communications with the public may disclose
information to the public regarding the Company and its business activities and financial affairs. The public includes, without limitation, research analysts,
portfolio managers, financial and business reporters, news media and investors. In addition, because of the risks associated with the exchange of information
through such communications media, employees are strictly prohibited from posting or responding to messages containing information regarding the
Company on Internet “bulletin boards,” Internet “chat rooms” or in similar online forums. Employees who inadvertently disclose any Material Nonpublic
Information must immediately advise the Insider Trading Compliance Officer so the Company can assess its obligations under Regulation FD and other
applicable securities laws.