FairPoint Communications 2014 Annual Report Download - page 130

Download and view the complete annual report

Please find page 130 of the 2014 FairPoint Communications annual report below. You can navigate through the pages in the report by either clicking on the pages listed below, or by using the keyword search tool below to find specific information within the annual report.

Page out of 137

  • 1
  • 2
  • 3
  • 4
  • 5
  • 6
  • 7
  • 8
  • 9
  • 10
  • 11
  • 12
  • 13
  • 14
  • 15
  • 16
  • 17
  • 18
  • 19
  • 20
  • 21
  • 22
  • 23
  • 24
  • 25
  • 26
  • 27
  • 28
  • 29
  • 30
  • 31
  • 32
  • 33
  • 34
  • 35
  • 36
  • 37
  • 38
  • 39
  • 40
  • 41
  • 42
  • 43
  • 44
  • 45
  • 46
  • 47
  • 48
  • 49
  • 50
  • 51
  • 52
  • 53
  • 54
  • 55
  • 56
  • 57
  • 58
  • 59
  • 60
  • 61
  • 62
  • 63
  • 64
  • 65
  • 66
  • 67
  • 68
  • 69
  • 70
  • 71
  • 72
  • 73
  • 74
  • 75
  • 76
  • 77
  • 78
  • 79
  • 80
  • 81
  • 82
  • 83
  • 84
  • 85
  • 86
  • 87
  • 88
  • 89
  • 90
  • 91
  • 92
  • 93
  • 94
  • 95
  • 96
  • 97
  • 98
  • 99
  • 100
  • 101
  • 102
  • 103
  • 104
  • 105
  • 106
  • 107
  • 108
  • 109
  • 110
  • 111
  • 112
  • 113
  • 114
  • 115
  • 116
  • 117
  • 118
  • 119
  • 120
  • 121
  • 122
  • 123
  • 124
  • 125
  • 126
  • 127
  • 128
  • 129
  • 130
  • 131
  • 132
  • 133
  • 134
  • 135
  • 136
  • 137

Mandatory Guidelines
8. Trading Blackout Period. To ensure compliance with this Policy and applicable federal securities laws, and to avoid even
the appearance of trading on the basis of inside information, the Company requires that officers, directors and all employees in the
accounting and finance departments of the Company designated by the Company’s Insider Trading Compliance Officer as subject to
the Blackout Period (as defined below) prohibitions because of their access to the Company’s internal financial statements or other
Material Nonpublic Information regarding the Company’s performance during annual and quarterly fiscal periods (collectively,
“Designated Insiders”) and Family Members of the foregoing, refrain from conducting transactions involving the purchase or sale of
the Company’s securities during the Blackout Periods established below. Each of the following periods will constitute a “Blackout
Period”:
The period commencing on the tenth calendar day of the third fiscal month of each of the first three fiscal quarters (i.e.
March 10, June 10 and September 10, as applicable) and commencing on the first calendar day of the third fiscal month
of the fourth fiscal quarter (i.e. December 1) and, in each case, ending at the close of business on the second Trading
Day following the date of public disclosure of the financial results for such fiscal quarter (which is generally 30 to 75
days after the end of such quarter). If such public disclosure occurs on a Trading Day before the markets close, then that
day shall be considered the first Trading Day. If such public disclosure occurs after the markets close on a Trading Day,
then the date of public disclosure shall not be considered the first Trading Day following the date of public disclosure.
In addition to the Blackout Periods described above, the Company may announce “special” Blackout Periods from time to
time. Typically, this will occur when there are nonpublic developments that would be considered material for insider trading law
purposes, such as, among other things, developments relating to regulatory proceedings or a major corporate transaction. Depending on
the circumstances, a “special” Blackout Period may apply to all Designated Insiders or only a specific group of Designated Insiders.
The Insider Trading Compliance Officer will provide written notice to Designated Insiders subject to a “special” Blackout Period. Any
person made aware of the existence of a “special” Blackout Period should not disclose the existence of the Blackout Period to any
other person. The failure of the Company to designate a person as being subject to a “special” Blackout Period will not relieve that
person of the obligation not to trade while aware of Material Nonpublic Information. As used in this Policy, the term “Blackout
Period” shall mean all periodic Blackout Periods and all “special” Blackout Periods announced by the Company.
The purpose behind the Blackout Period is to help establish a diligent effort to avoid any improper transactions. Trading in the
Company’s securities outside a Blackout Period should not be considered a “safe harbor”, and all employees, officers and directors and
other persons subject to this Policy should use good judgment at all times. Even outside a Blackout Period, any person possessing
Material Nonpublic Information concerning the Company should not engage in any transactions in the Company’s securities until such
information has been known publicly for at
CLT:25974.05 4