FairPoint Communications 2014 Annual Report Download - page 131

Download and view the complete annual report

Please find page 131 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

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.
CLT:25974.05 5