FairPoint Communications 2014 Annual Report Download - page 128

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of materiality, and trading should be avoided. Officers, directors and certain other employees are subject to the Blackout Period
provisions described in Section 8.
While it may be difficult under this standard to determine whether particular information is material, there are various categories
of information that are particularly sensitive and, as a general rule, should always be considered material. Examples of such information
may include:
◦ Financial results;
◦ Projections of future earnings or losses;
◦ News of a pending or proposed merger, acquisition or tender offer;
◦ News of a pending or proposed acquisition or disposition of significant assets;
◦ Actions of regulatory agencies;
◦ News of a pending or proposed acquisition or disposition of a subsidiary;
◦ Impending bankruptcy or financial liquidity problems;
◦ Gain or loss of a significant customer or supplier;
◦ Significant energy generation or supply problems;
◦ Significant pricing changes;
◦ Stock splits and stock repurchase programs;
◦ New equity or debt offerings;
◦ Significant litigation exposure due to actual or threatened litigation; and
◦ Changes in senior management.
“Material Nonpublic Information” is material information that has not been previously disclosed to the general public
through a press release or securities filings and is otherwise not available to the general public.
Statement of Policy
General Policy
It is the policy of the Company to oppose the unauthorized disclosure of any nonpublic information acquired in the workplace,
the use of Material Nonpublic Information in securities trading and any other violation of applicable securities laws.
Specific Policies
1. Trading on Material Nonpublic Information. No employee, officer or director of the Company and its subsidiaries
and no Family Member of any such person, shall engage in any transaction involving a purchase or sale of the Company’s securities,
including any offer to purchase or offer to sell (other than pursuant to a trading plan that complies with SEC Rule 10b5-1 pre-cleared
by the Company’s Insider Trading Compliance Officer), during any period commencing with the date that he or she possesses Material
Nonpublic Information concerning the Company and ending at the close of business on the second Trading Day (as defined below)
following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. As used
in this Policy, the term “Trading Day” shall mean a day on which national stock exchanges are open for trading. If, for example, the
Company were
CLT:25974.05 2