CORELOGIC, INC EMPLOYEE STOCK PURCHASE PLAN

Size: px
Start display at page:

Download "CORELOGIC, INC. 2012 EMPLOYEE STOCK PURCHASE PLAN"

Transcription

1 This document constitutes part of a Prospectus covering securities that have been registered under the Securities Act of ,000,000 Shares CORELOGIC, INC. Common Stock (par value $ per share) CORELOGIC, INC EMPLOYEE STOCK PURCHASE PLAN The Common Stock is offered to employees eligible to participate in the CoreLogic, Inc Employee Stock Purchase Plan. THE SECURITIES AND EXCHANGE COMMISSION HAS NOT APPROVED OR DISAPPROVED OF THESE SECURITIES, NOR HAS IT DETERMINED IF THIS PROSPECTUS IS TRUTHFUL AND COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. CoreLogic, Inc. has not authorized anyone to provide you with information that is different from the information contained in the Registration Statement (of which this Prospectus is a part) or the documents which have been incorporated by reference into this Prospectus. The date of this Prospectus is August 15, 2012

2 INTRODUCTION On May 23, 2012 the Board of Directors (the Board ) of CoreLogic, Inc., a Delaware corporation (the Company ), adopted the CoreLogic, Inc Employee Stock Purchase Plan (the Plan ). The Company s stockholders approved the Plan on July 26, The Plan authorizes a total of 2,000,000 shares (subject to adjustment) of the Company s common stock, par value $ per share (the Common Stock ), for delivery under stock options that may be granted under the Plan. In accordance with the Securities Act of 1933, as amended (the Securities Act ), the Company has filed a Registration Statement on Form S-8 (the Registration Statement ) with the Securities and Exchange Commission (the SEC ) to register the 2,000,000 shares of Common Stock available for delivery under the Plan. The Registration Statement was filed with the SEC on July 31, This Prospectus is a part of the Registration Statement. The Plan was filed with the SEC as an annex to the Company s proxy statement to stockholders, filed with the SEC on June 25, If you do not receive a copy of the Plan, in case you lose your copy of the Plan, or if you would like to confirm that you have the most recent version of the Plan, you may obtain another copy by contacting the HR Service Center at (866) or via at Additionally, you can access this information on the Core. This Prospectus addresses the most frequently asked questions regarding the operation of the Plan and is presented to help you understand your rights and the Company s rights with respect to the Plan. The summary information with respect to the Plan presented in this Prospectus is subject to and qualified by the provisions of the Plan. For specific questions about your participation in the Plan, you are encouraged to read the Plan. This Prospectus includes examples to illustrate certain aspects of the Plan. The Common Stock values that we have used for purposes of the examples are simply assumptions for illustrative purposes. There are no predictions, guarantees, or other assurances of future Common Stock values. If you elect to participate in the Plan, you could lose the money that you elect to contribute to the Plan (represented by the purchase price of any stock that you acquire under the Plan) if the value of the Common Stock decreases after the date that you acquire the stock. See the response to Question 21 below. TABLE OF CONTENTS Information About The Plan... 2 Operation of the Plan... 3 Participant Rights... 7 Tax Consequences Information About The Company... 13

3 INFORMATION ABOUT THE PLAN 1. What is the purpose of the Plan? The purpose of the Plan is to assist eligible employees in acquiring a stock ownership interest in the Company. Eligible employees are given the opportunity under the Plan to acquire shares of Common Stock at a discount. 2. Who administers the Plan? The Plan provides that it will be administered by the Compensation Committee of the Board (referred to in this Prospectus as the Administrator ). Each Compensation Committee member is appointed by the Company s Board of Directors, serves at the pleasure of the Board, and remains in office until his or her successor is elected. Members of the Compensation Committee may be removed by a majority of the Board at any time and are identified in the Company s annual proxy statement. In addition, the Company may engage a third party (the Recordkeeper ) to provide certain services with respect to the Plan. 3. What are the Administrator s powers under the Plan? Within the limitations of the Plan, the Administrator has the authority and discretion to interpret the provisions of the Plan, and, generally, to take any other action that is contemplated by the Plan or necessary or appropriate in the administration of the Plan or to carry out its purposes. The Plan provides that decisions of the Administrator are binding on Plan participants. 4. Who is eligible to participate in the Plan? Only certain employees of the Company and its subsidiaries may participate in the Plan (referred to herein as Eligible Employees ). You are considered an Eligible Employee if you satisfy each of the following requirements: You are an employee of the Company or of any subsidiary of the Company designated by the Administrator to participate in the Plan; You customarily work more than five months per calendar year for the Company or one of its subsidiaries. Any person who owns more than 5% of the Company or any of its subsidiaries is not eligible to participate in the Plan. In addition, citizens and residents of certain foreign jurisdictions may be ineligible to participate in the Plan pursuant to certain prohibitions under the local laws of such jurisdictions. 5. When does the Plan end? No new Offering Periods (as this term is defined in the response to Question 8 below) will commence on or after October 1, The Plan will terminate earlier if all of the shares available under the Plan have been delivered or if certain corporate events (generally described in the response to Question 28 below) occur. The Board also may terminate the Plan effective at the end of any Offering Period. 6. How many shares may be delivered under the Plan? As of the date of this Prospectus, a maximum of 2,000,000 shares of Common Stock may be delivered under the Plan. The Plan s share limit is subject to adjustment upon the occurrence of certain events (such as stock splits) that affect the capitalization of the Company. 7. Is the Plan a qualified plan or subject to ERISA? No. The Plan is not subject to the requirements of the Employee Retirement Income Security Act of 1974, as amended, nor is the Plan qualified under Section 401(a) of the Internal Revenue Code of 1986, as amended (the Code ). The Plan is, however, intended as an employee stock purchase plan under Section 423 of the Code, which results in the potential favorable tax treatment to participants described in the responses to Questions 32 through 38 below. You customarily work more than twenty hours per week for the Company or one of its subsidiaries; and 2

4 OPERATION OF THE PLAN 8. What is an Offering Period? The Plan generally operates in successive quarterly periods, each referred to as an Offering Period. Offering Periods are generally three (3) months in length, with the first Offering Period commencing on October 1, 2012 and ending on the last trading day in the calendar quarter ending December 31, 2012, with successive Offering Periods expected to begin on the first day of the calendar quarter following the end of the immediately preceding Offering Period and to end on the last trading day of that quarter. The Administrator has discretion, however, to change the duration of Offering Periods (not to exceed 27 months). The first day of the Offering Period is referred to as the Grant Date, and the last day of the Offering Period is referred to as the Exercise Date. The Grant Dates and Exercise Dates are generally used to determine the price for stock purchased under the Plan. (See the response to Question 16 below.) The Administrator may limit the number of shares that may be purchased by any one individual during any Offering Period. The maximum number of shares that may be purchased by any one participant during an Offering Period is 1,000 shares (subject to adjustment as described in the response to Question 28 below). 9. How can I participate in the Plan? If you are an Eligible Employee (as described in the response to Question 4 above) on the first day of an Offering Period, or if you become an Eligible Employee during an Offering Period and prior to the last day of that Offering Period, you may begin participation in the Plan at that time and for that Offering Period. To participate in the Plan, you can enroll electronically via the Recordkeeper s website. Detailed information can be found on your enrollment invitation or contact the HR Service Center at (866) or via at (See the response to Question 12 below.) 10. Do I have to participate in the Plan? No. The Company offers the Plan as an additional opportunity for you to benefit. If you are an Eligible Employee, you are free to participate in the Plan according to its terms. However, there is no obligation to participate. If you decide not to participate, your decision will not be questioned and your standing as an employee will not be affected in any way. 11. Must I file a new enrollment election for each Offering Period that I want to participate in the Plan? No. Once you enroll, your election will continue to be effective for all Offering Periods under the Plan until (1) the Plan terminates, (2) you are no longer eligible to participate in the Plan, (3) you make a new election that becomes effective, or (4) the Administrator requires that a new election be filed with the Company or the Plan s Recordkeeper. If you stop participating in the Plan for any reason and you are eligible and want to resume participation, you must timely make a new election before the Offering Period in which you want to resume participation. 12. How much may I contribute to the Plan? You may generally elect to contribute any portion of your compensation to the Plan, subject to the following rules: You may not elect to contribute more than 15% (or such other limit as the Administrator may establish prior to the applicable Offering Period) of your compensation to the Plan during any one pay period. As required by applicable tax rules, you may not accrue the right to purchase more than $25,000 of stock under the Plan in any one calendar year, and you may not purchase stock under the Plan if it would cause you to own 5% or more of the Company. You also may be subject to such other limits that the Administrator may adopt. If you are affected by those limits, you will be notified by the Administrator. The Plan contributions that you elect will be withheld from compensation that is otherwise payable to you by the Company or its affiliates. Your contributions will be made on an after-tax basis as illustrated below. By filing your enrollment, you agree to have the contributions that you elect deducted from your pay and contributed to the Plan. 3

5 If your Plan contributions exceed any of the limits described above, the excess amount will be refunded to you (without interest). For purposes of the Plan, your compensation means your base pay, inclusive of overtime and employer paid leave, and all types of cash bonuses or commissions. Compensation also includes any amounts contributed as salary reduction contributions to the Company s 401(k) and welfare benefit plans. Compensation does not include any other form of remuneration including the following: severance pay, prizes, relocation or housing allowances, stock option exercises, stock appreciation right payments, the vesting or grant of restricted stock, the payment of stock units, performance awards, auto allowances, tuition reimbursement, perquisites, noncash compensation, any other forms of imputed income and amounts deferred under or paid from any nonqualified deferred compensation plan maintained by the Company. For Example: Assume that you earn $30,000 from the Company as salary and that you elect to contribute 10% of your compensation to the Company s 401(k) plan and 5% of your compensation to the Plan. Because 401(k) contributions are on a before-tax basis and Plan contributions are not, your taxable income generally would be $27,000 illustrated as follows: Gross Wages $ 30, (k) Contribution (10% of gross) (3,000) Taxable Wages 27,000 Plan Contribution (5% of gross) (1,500) Take home pay (before tax withholding) $ 25, How are my Plan contributions credited? Your contributions to the Plan will be credited to a bookkeeping account in your name maintained by the Company under the Plan (your Plan Account ). You may obtain information about your Plan Account by contacting the Recordkeeper or the HR Service Center at or via at 14. Can I change my contribution election? You may increase, decrease, or discontinue the level of your Plan contributions (within Plan limits) effective with the first full payroll period following the administrative deadline established by the Administrator by filing a new election with the Recordkeeper. You may also elect to withdraw from the Plan, terminate your contributions, and receive a cash distribution of your Plan Account. (See the response to Question 18 below.) 15. When do my contributions begin and end? If you participate in the Plan for an Offering Period, the contributions that you elect will be deducted from your pay for each payroll period that ends during that Offering Period. 16. How do I acquire stock under the Plan? If you participate in the Plan for an Offering Period, you will be granted an option on the first day of that Offering Period to acquire shares of Common Stock. On the last day of the Offering Period, your option will automatically be exercised (unless your participation in the Plan terminates as described in the responses to Questions 18, 19, and 28). The number of shares of Common Stock that you will purchase upon exercise of your option will equal (1) the amount then credited to your Plan Account, divided by (2) the Purchase Price. The Purchase Price for an Offering Period will generally be 85% of the Fair Market Value of a share of Common Stock on the Exercise Date. However, the Administrator generally may change the Purchase Price for future Offering Periods (prior to the start of any such Offering Period) as long as the Purchase Price for such Offering Period is not lower than the lesser of (1) 85% of the Fair Market Value of a share of Common Stock on the Grant Date, or (2) 85% of the Fair Market Value of a share of Common Stock on the Exercise Date. For Example: Assume that the first day of an Offering Period is October 1 and the last day of the Offering Period is December 31. Further assume that the Fair Market Value of a share of Common Stock on October 1 is $18 and that the Fair Market Value of a share of Common Stock on December 31 is $20. The Purchase Price for that Offering Period will be $17 (85% of $20). If a participant had $1,700 credited to his or her Plan Account on December 31, his or her option for that Offering Period would be exercised to acquire 100 shares of Common Stock ($1,700 $17 = 100). 4

6 For Plan purposes, Fair Market Value on a given date generally means the closing price of a share of Common Stock on the New York Stock Exchange on that date (or, if there is no trading on that date, for the most recent trading date). Your Plan Account will be reduced by the amount that is used to pay the Purchase Price and purchase shares of Common Stock. The amount of the Purchase Price will then belong to the Company. Whole or fractional shares of Common Stock may be purchased under the Plan, as determined by the Administrator. If the Administrator determines not to permit the issuance of fractional shares of Common Stock under the Plan then, in the event an amount remains credited to your Plan Account at the end of an Offering Period because it was not sufficient to purchase a whole share, it will generally be credited to your Plan Account for the next Offering Period if you continue participating in the Plan; otherwise it will be refunded to you. However, any amount credited to your Plan Account at the end of an Offering Period because the individual share limit for that Offering Period is exceeded, as described in Question 8 above, will be refunded to you as soon as administratively practical following the Exercise Date. In addition, if any of the limits described in the response to Question 12 above are exceeded, the excess amount will be refunded to you. Any refund of your Plan Account will be made without interest. 17. How and when are the shares delivered to me? As soon as administratively practicable after each Exercise Date, either a certificate representing the shares purchased on your behalf will be delivered to you, or the Company will provide for an alternative arrangement for delivery of such shares to a broker or recordkeeping service for your benefit. 18. May I withdraw from the Plan? Yes. You may withdraw from the Plan at any time during an Offering Period. To withdraw, you must contact the HR Service Center at and indicate your election to withdraw from the Plan. To be effective for an Offering Period, your withdrawal election must be received prior to the last business day in that Offering Period. Your withdrawal election will be effective as soon as administratively practicable after it is received by the HR Service Center. Your contributions will stop for the remainder of that Offering Period and you will receive a cash refund of all amounts then credited to your Plan Account (without interest). Your option to acquire shares of Common Stock during that Offering Period will terminate. You may not elect to withdraw your Plan Account but continue your contributions. If you elect to withdraw from the Plan, your entire Plan Account will be refunded to you. Partial withdrawals of your Plan Account are not permitted. Your withdrawal from the Plan will not preclude you from participating in any subsequent Offering Period, provided that you are then eligible and timely file a new enrollment election. 19. What happens if I quit, die, retire, become disabled, go on an approved leave of absence, continue to be employed but am no longer an Eligible Employee, or if the Company terminates me? Termination of Employment; Change in Eligible Status. If your employment with the Company and its subsidiaries terminates for any reason prior to the end of an Offering Period or if you remain employed by the Company or one of its subsidiaries but you are no longer an Eligible Employee, your contributions for the remainder of that Offering Period will cease and the amount then credited to your Plan Account will continue to be held by the Company and be used on the next Exercise Date to exercise your option (subject to your right to request a withdrawal as described in the response to Question 18). However, if the applicable Exercise Date occurs more than three months after you cease to be an Eligible Employee for any reason, the amount then credited to your Plan Account will be paid to you in cash (without interest), and your options to acquire shares of Common Stock will terminate. Approved Leave of Absence. For purposes of the Plan, you shall be deemed to be employed throughout any leave of absence for military service, illness, or other bona fide purpose which does not exceed the longer of 90 days or the period during which your reemployment rights are guaranteed by statute or contract. If you do not return to active employment prior to the termination of such period, your employment shall be deemed to have ended on the 91st day of such leave of 5

7 absence and you will be subject to the general rules described above in connection with a termination of your employment. 20. What happens if I am employed by a subsidiary and the subsidiary is sold? If you are employed only by a subsidiary of the Company and that subsidiary is sold by the Company, you will generally be deemed to have terminated employment with the Company. (See the response to Question Can I lose money by purchasing stock under the Plan? You will not lose any money in the ordinary sense due to any decrease in the value of the Common Stock during an Offering Period because the Purchase Price is generally 85% of the Fair Market Value of a share of Common Stock on the Exercise Date (or, subject to the discretion of the Administrator as described above, the lesser of (1) 85% of the Fair Market Value of a share of Common Stock on the Grant Date and (2) 85% of the Fair Market Value of a share of Common Stock on the Exercise Date). Therefore, you always get at least a 15% discount on the price you pay for the shares. increase (or decrease) in value depending on, among other factors (1) the strength of the Company s financial performance, (2) Wall Street s expectations, and (3) other factors, many of which are beyond the Company s control, that affect the value of the Common Stock specifically, the industry of which the Company is a part, and/or the stock market generally. 22. Will I receive benefit statements under the Plan? Yes. You will receive a Plan Account statement at least annually, as determined by the Company. The statement will show (1) the amounts of your payroll deductions, (2) the Purchase Price, (3) the number of shares of Common Stock that you acquired, and (4) your remaining Plan Account balance (if any). In addition, you may contact the HR Service Center at for information on your Plan Account. Once you have acquired stock under the Plan, your investment (represented by the Purchase Price that you paid for the shares) may PARTICIPANT RIGHTS 23. Do I have rights to continued employment under the Plan? No. Nothing in the Plan (1) modifies the terms of your employment, (2) entitles you to future employment rights or the receipt of any future benefits under the Plan, or (3) gives you any right to compensation for the loss of options or other benefits under the Plan in the event of a termination of employment. Generally, the Company hires employees on an at-will basis, and the Company may change the terms and conditions of your employment, terminate your employment, reduce its work force, and/or change compensation levels at any time. Benefits conveyed under the Plan are irregular, inconsistent and gratuitous in nature and should not be relied upon by participants. Further, the benefits provided under the Plan, as a nonwage item, are expressly excluded from determination of any severance payment calculations (mandatory or otherwise) provided upon retirement, or any other payments which may be provided as post-termination benefits. 24. Can I transfer, sell, or pledge my option or the stock covered by my option? A participant may not pledge, encumber or otherwise use his or her Plan Account, or an option or the shares of Common Stock covered by it, to secure any debt. In addition, neither an option nor the shares covered by it (or any interest or right to it) may be hypothecated, sold, or even given away prior to the exercise of the option and the issuance of the share certificates by the Company (or the crediting of the shares to a brokerage or recordkeeping account). 6

8 25. Can I sell the stock that I acquire under the Plan? Except as described below, restrictions are not imposed on the transfer of any shares that you may acquire under the Plan. You may have to pay brokerage commissions and other fees in order to sell any shares that you may acquire under the Plan. The Company will not pay or reimburse you for any of these costs. All participants are subject to applicable federal and state laws and Company policies restricting trading on material non-public or inside information. These laws may limit your ability to sell shares from time to time. Actions for violations of these laws may be brought by the person from whom you bought the shares or to whom you sold the shares. Actions could also be brought by the SEC and similar state agencies for damages, fines and other relief, including incarceration. Executive officers of the Company, members of the Board, and any owners of more than 10% of the Common Stock are considered insiders and may be deemed affiliates of the Company for purposes of applicable federal securities laws. If you are an insider of the Company, you are subject to payment of damages for any short-swing profits under Section 16 of the Securities Exchange Act of 1934, as amended (the Exchange Act ). Section 16 also imposes reporting obligations on insiders. Any resales of shares of Common Stock held by an affiliate must typically be made in accordance with the volume, manner of sale, notice and other requirements of SEC Rule 144. You may also be prohibited by other rules from selling or purchasing Company securities (including Common Stock) from time to time. You should consult with your own legal counsel about the applicability of these rules to you at any particular time. If you are or may be an affiliate, you should also read the response to Question 31 below. 26. As a Plan participant, do I have any shareholder rights? The grant of an option will not entitle you to possess or exercise any shareholder rights in respect of the shares underlying your option. You will not become a shareholder until your option is exercised and certificates representing the shares purchased have been issued in your name (or the shares have been credited for your benefit with a broker or recordkeeper). In addition, you will not be entitled to dividend payments or other distributions made to the Company s stockholders prior to that time. Upon the occurrence of certain events (such as a stock-split or reorganization), adjustments may be made to your rights to purchase the shares underlying your option comparable to the general effect of the event on outstanding stockholders. (See the response to Question 28 below.) 27. What rights do I have with respect to my Plan Account? If you participate in the Plan, the Plan Account established in your name will be a mere bookkeeping entry on the Company s books. Your contributions to the Plan received or held by the Company will be included in the general assets of the Company and may be used for any corporate purpose. Such funds will be subject to corporate debts. Should you have a right to receive in cash the amount credited to your Plan Account (for example, in connection with your termination of employment), your rights will be limited to those of a general unsecured creditor of the Company. No interest will be paid to any participant or credited to his or her Plan Account. Your Plan Account balance will be reduced by the amount that is (1) used to pay the Purchase Price of any stock that you acquire under the Plan, (2) distributed or refunded to you in cash, or (3) used to satisfy applicable tax withholding requirements. 28. What happens if there is a stock split or recapitalization, change in control, merger or other reorganization or extraordinary corporate event? Generally, the Administrator will proportionately adjust the aggregate share limits for the Plan, any Offering Period, and the terms of any option under the Plan, in the case of a stock split or other recapitalization, or if a merger, business combination, or other reorganization occurs (or is contemplated), or an extraordinary distribution is made. Generally, if the Company undergoes certain corporate transactions, such as a merger, business combination, or other reorganization, or a sale of substantially all of its assets, in connection with which the Company does not survive (or does not survive as a public company), the Administrator may provide for the assumption, substitution or other continuation of outstanding options. If the Administrator does not provide for the assumption, substitution or other continuation of outstanding 7

9 options upon the occurrence of such a corporate transaction, the then in-progress Offering Period will be shortened by establishing a new Exercise Date that is before the date of the corporate transaction.. If the Company undergoes a dissolution or liquidation, unless otherwise provided by the Administrator, the then in-progress Offering Period will be shortened by establishing a new Exercise Date that is before the date of the liquidation or dissolution. The Administrator s power to carry out or to not carry out the actions described above does not require any approval from the Company s stockholders or the individuals who participate in the Plan. 29. Do I have other antidilution rights? No. Generally speaking, options are not adjusted for events other than those referred to in the response to Question 28 above. Thus, additional issuances of stock or other equity securities by the Company, whether at or below market, will typically not result in any adjustment. 30. Can the Company amend, suspend or terminate the Plan prior to its expiration date? The Board has the right to amend, suspend or terminate the Plan at any time. In some instances, depending on the substance of the amendment being proposed, shareholder approval of the amendment may be required under applicable law. No new Offering Periods may commence during any period of suspension of the Plan or after the termination of the Plan. Options granted prior thereto remain outstanding and subject to adjustment as described in the response to Question 29. The Board may also amend the terms for participation in any Offering Period. However, any suspension or early termination of the Plan or any amendment of the Plan or the terms of any Offering Period may not affect your rights and benefits under your option in any materially adverse manner without your written consent. Adjustments referred to in Question 28 above will not, however, be deemed amendments and will not require your consent. 31. I am an affiliate. What other restrictions apply to me and my shares? If you are an affiliate (as generally defined in the response to Question 25 above) of the Company and participate in the Plan, there are additional requirements under the securities laws that you may need to satisfy at or prior to selling any shares that you may acquire under the Plan. An affiliate may be obligated to comply with the following provisions of the federal securities laws: Securities Registration Requirements. As an affiliate, you may be deemed an underwriter under the Securities Act. Any person who is deemed an underwriter may not offer or sell securities without the benefit of those securities being registered with the SEC. (Persons through whom an affiliate sells securities may also be deemed underwriters.) No registration may be required, however, if the securities transaction complies with an available exemption from the registration requirements or Rule 144 under the Securities Act. The laws of the state of an affiliate s residence or the place of sale may also impose requirements on resales of an affiliate s securities. Section 16(a) Reporting. Beneficial owners (as defined) of more than 10% of the Common Stock, executive (and certain financial) officers of the Company, and directors of the Company (collectively, Section 16 Persons ), must file certain reports ( ownership reports ) reflecting the number of shares of the Company s equity securities owned and transactions in those securities, including the acquisition, exercise and disposition of options and underlying shares. Those reports must be filed with the SEC. The reports also need to be delivered to the Company. Generally, the acquisition, exercise, or disposition of an option under the Plan will be exempt from Section 16(a) reporting requirements; but the sale of any underlying shares must be reported in the ownership reports on a current basis on Form 4. Section 16(b) of the Exchange Act Short Swing Profits Exposure. Section 16 Persons may also be liable to the Company under Section 16(b) of the 8

10 Exchange Act for any profit realized from a non-exempt purchase and sale (or sale and purchase) of shares of Common Stock or of any other equity security of the Company. Liability may be triggered when the nonexempt purchase of securities is made within six months before or after a nonexempt transaction in which those or other securities were sold (e.g., a sale of securities on the market or in a cashless exercise of an option through a broker). Section 16(b) liability is strictly applied and extends to derivative securities (e.g., options, warrants, and convertible or indexed securities) as well as shares Common Stock. If liability is triggered, the deemed profits from the matched transactions are recoverable by the Company. Engaging in sales and purchases (or purchases and sales) of the Company s securities to avoid losses or for any other reason will not insulate a person from Section 16(b) liability. Generally, the acquisition, exercise, or disposition of an option under the Plan will be exempt from Section 16(b) matching liability; but the sale of any underlying shares is matchable under those rules. Also see the response to Question 25 above regarding additional insider trading exposure. You are encouraged to consult with your personal attorney with respect to your participation in the Plan and your option under the Plan, including: whether you may be deemed an affiliate of the Company and the responsibilities that you may have as a result of being deemed an affiliate; your stock reporting obligations under the federal securities laws; the applicability of Section 16 to the grant of your option, its exercise and the sale of the underlying stock or other shares by you or related persons; and the disposition of shares of Common Stock acquired on exercise of an option granted under the Plan. Also note that the timing of your enrollment in or any change in your contribution elections to the Plan may be limited by the Company s insider trading policy as in effect from time to time. TAX CONSEQUENCES The following is a general discussion of the United States federal income tax consequences of participation in the Plan and any disposition of stock acquired under the Plan. The following discussion is based on present United States federal tax laws and regulations, and is not a complete description of the United States federal tax laws. You may also be subject to certain state and local, franchise and other taxes which are not described below. Gift and estate taxes are also beyond the scope of the following discussion. International tax issues are also beyond the scope of the following discussion. If you are employed or live outside of the United States, or if you are not a United States citizen, you may be subject to foreign taxes and it is possible that none of the topics covered in the following discussion are relevant to your particular circumstances. You should consult your own tax advisor with respect to the application of the general principles discussed in this Prospectus to your particular situation and the impact of foreign, state, local, estate and/or gift taxes. 32. Is the grant of an option under the Plan taxable to me? No. The grant of an option under the Plan does not result in taxable income to you. 33. Are my contributions to the Plan made on a pre-tax basis? No. Your contributions are made on an aftertax basis. That is, your contributions are part of your taxable wages and are subject to regular federal and state tax and tax withholding requirements at the time they are made. 34. Is the exercise of an option taxable to me? No. The Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Code. Thus, you will recognize no taxable 9

11 income when your option is exercised and you acquire stock under the Plan. 35. What are the tax consequences of selling stock that I acquire under the Plan? The federal income tax consequences of selling stock that you acquire under the Plan will depend on the length of time that you hold the stock. If you hold shares acquired under the Plan for a period of at least two years after the Grant Date (the first day of the Offering Period) with respect to which they were acquired and for at least one year after the Exercise Date on which they were actually acquired (the Required Holding Period ), and you sell the shares at a price in excess of the Purchase Price you paid for the shares, the gain on the sale of the shares will be composed of a capital gain component and an ordinary income component. The gain on the sale of the shares will be taxed as ordinary income to you to the extent of the lesser of: the amount by which the fair market value of the shares on the applicable Grant Date exceeded the Purchase Price paid for the shares (calculated as though the option was exercised on the Grant Date), or the amount by which the fair market value of the shares at the time of their sale exceeded the Purchase Price paid for the shares. Any portion of the gain not taxed as ordinary income will be taxed as long-term capital gain. For Example: Assume that the fair market value of a share of Common Stock on the Grant Date was $18 and that the fair market value of a share of Common Stock on the actual Exercise Date was $20. Further assume that you acquired 100 shares under the Plan for that Offering Period at a Purchase Price of $17 (85% of $20). Assume that you sell the 100 shares for $30 per share four years later (after the Required Holding Period has been satisfied). In the year of sale, you have a total gain of $1,300 (which represents the sales price of $30 less the Purchase Price of $17, multiplied by the 100 shares which were sold). The amount by which the fair market value of the shares on the Grant Date ($18) exceeded the Purchase Price paid for the shares ($17) (calculated as though the option was exercised on the Grant Date and applying the purchase discount) was $1 per share. The amount by which the fair market value of the shares at the time of their sale ($30) exceeded the Purchase Price paid for the shares ($17) is $13 per share. Thus, of the $1,300 total gain, $100 is taxed as ordinary income to you (which represents $1 (the lesser of $1 or $13) multiplied by the 100 shares which were sold). The balance of the gain, $1,100, will be taxed as long-term capital gain to you. If you hold shares acquired under the Plan for the Required Holding Period, but sell the shares at a price less than the Purchase Price you paid for the shares, you will recognize no ordinary income and the loss on the sale will be treated as a longterm capital loss. The Company will not be entitled to a federal income tax deduction for shares held for the Required Holding Period, regardless of whether you sell the shares at a gain or loss. 36. What are the tax consequences of selling stock before the Required Holding Period is satisfied? If you acquire shares under the Plan and dispose of the shares before the Required Holding Period has been satisfied, the sale will result in a Disqualifying Disposition. In a Disqualifying Disposition, you will recognize ordinary income in an amount equal to the difference between the Purchase Price paid for the shares being sold and the fair market value of the shares on the Exercise Date on which they were actually acquired, and the Company will be entitled to a corresponding tax deduction for federal income tax purposes. In addition to the ordinary income that you must recognize (described in the preceding paragraph), if you make a Disqualifying Disposition at a price in excess of the fair market value of the shares on the actual Exercise Date, you will recognize a capital gain in an amount equal to the difference between the selling price of the shares and the fair market value of the shares on the actual Exercise Date. Alternatively, if you make a Disqualifying Disposition at a price less than the fair market value of the shares on the actual Exercise Date, you will recognize a capital loss in an amount equal to the difference between the fair market value of the shares on the actual Exercise Date and 10

12 the selling price of the shares. The characterization of the capital gain or loss as short-term or long-term capital gain or loss will depend on how long you hold the shares prior to disposing of them. The Company will not receive a federal income tax deduction with respect to any capital gain or loss recognized by you in connection with a Disqualifying Disposition. For Example: Assume that the fair market value of a share of Common Stock on the Grant Date was $18 and that the fair market value of a share of Common Stock on the actual Exercise Date was $20. Further assume that you acquired 100 shares under the Plan for that Offering Period at a Purchase Price of $17 (85% of $20). Assume that you sell the 100 shares for $30 per share six months later (before the Required Holding Period has been satisfied). You will recognize $300 of ordinary income (which represents the $20 fair market value of the shares on the actual Exercise Date less the $17 Purchase Price, multiplied by the 100 shares which were sold). You will also recognize $1,000 of capital gain income (which represents the sales price of $30 less the $20 fair market value of the shares on the actual Exercise Date, multiplied by the 100 shares which were sold). Another Example: Assume the same facts as in the last example, except that you sell the stock six months after the actual Exercise Date at a price of $15 instead of $30. In this case, you will still recognize $300 of ordinary income (which represents the $20 fair market value of the shares on the actual Exercise Date less the $17 Purchase Price, multiplied by the 100 shares which were sold) because you sold the shares in a Disqualifying Disposition. You will also have a capital loss of $500 (which represents the $20 fair market value of the shares on the actual Exercise Date less the $15 sales price of the shares, multiplied by the 100 shares which were sold). 37. Will taxes be withheld when I acquire stock under the Plan or when I sell stock that I acquire under the Plan? Under current rules, the Company does not have to withhold Federal income or employment (Social Security and Medicare) taxes when you acquire or sell stock under the Plan. If the Company is ever required to withhold taxes in these circumstances, it will either deduct the required withholding amount from your Plan Account before the balance of your account is used to purchase shares, deduct the required withholding amount from compensation otherwise payable to you, or require you to otherwise provide for the required tax withholding. 38. Must I notify the Company if I sell stock acquired under the Plan? If you hold the shares of Common Stock that you acquire under the Plan long enough to satisfy the Required Holding Period, you generally do not have to notify the Company if you then sell the shares. However, if you sell the shares in a Disqualifying Disposition, you are required to notify the Company of the sale. In such case, you should mail a notice to the Company, to the attention of the Company s General Counsel, at 40 Pacifica, Suite 900, Irvine, California Your notice should be in writing, should explicitly indicate that you have sold stock acquired under the Plan in a Disqualifying Disposition, and contain the following information: your name and address; the number of shares that you sold; the date you acquired the shares and the date of the sale; and the price of the sale. INFORMATION ABOUT THE COMPANY 11

13 39. Where can I get additional information about the Company? The Company is a reporting company under the Exchange Act and is required to file periodic and other reports with the SEC. These reports include material financial and other information about the Company. Incorporation of Certain Documents by Reference: The following documents filed by the Company with the SEC are incorporated by reference into and are a part of this Prospectus: Pursuant to the rules and regulations of the SEC, we are allowed to incorporate certain documents into this Prospectus by reference. Documents incorporated by reference contain important information that you may want to review and are considered to be a part of this Prospectus. The following documents filed by the Company with the SEC are incorporated by reference into and are a part of this Prospectus: The Company s Annual Report on Form 10- K for its fiscal year ended December 31, 2011, filed with the SEC on February 29, 2012, as amended on April 30, 2012 (SEC File No ). The Company s Quarterly Reports on Form 10-Q for its fiscal quarters ended March 31, 2011 and June 30, 2012, filed with the SEC on April 30, 2012 and July 24, 2012 (each, SEC File No ). The Company s Current Reports on Form 8-K, filed with the SEC on January 17, 2012, February 15, 2012, February 28, 2012 (with respect to Items 5.03 and 8.01 only), March 19, 2012, April 2, 2012, May 2, 2012, June 12, 2012, July 24, 2012 (with respect to Items 1.01, 2.05 and 2.06 only) and July 31, 2012 (each, SEC File No ). The description of the Company s Common Stock contained in Item 3.03 of its Current Report on Form 8-K, filed with the SEC on June 1, 2010 (SEC File No ), and any other amendment or report filed for the purpose of updating such description. The Company s Current Report on Form 8- K12B, filed with the SEC on June 1, 2010 (SEC File No ), which registers the shares under Section 12(b) of the Exchange Act. All documents filed by Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this Prospectus (but before the Company files a post-effective amendment indicating that all securities offered by this Prospectus have been sold or that Company has deregistered all securities remaining unsold) will be deemed to be incorporated by reference into this Prospectus (and such documents will be a part of this Prospectus) from the date that such documents are filed with the SEC. These documents generally include the Company s annual, quarterly, and current reports filed with the SEC. You can inspect and copy these documents and other information about the Company and the Common Stock as described in the response to Question 40 below. For purposes of this Prospectus, any statement contained in this Prospectus or in any other document all or a part of which is incorporated (or deemed to be incorporated) by reference into this Prospectus, will be deemed to be modified or superseded to the extent that more current information is provided in (1) this Prospectus, or (2) in any other document filed by the Company with the SEC after the date of this Prospectus. Any statement that is modified or superseded will not be deemed to constitute a part of this Prospectus, except to the extent that it is so modified or amended. Also note that the Common Stock is traded on the New York Stock Exchange under the symbol CLGX. 40. Where can I get the Company s reports and other information? This Prospectus constitutes a part of the Registration Statement. As permitted by the rules and regulations of the SEC, not all of the information provided in the Registration Statement is contained in this Prospectus. For more information regarding the Company and the Common Stock, reference is made to the Registration Statement and the documents incorporated into this Prospectus by reference (which are identified in the response to Question 38 above). 12

14 Copies of the Registration Statement, the documents which are incorporated into this Prospectus, and other information filed by the Company with the SEC can be inspected and copied at the public reference facilities maintained by the SEC at the SEC s Public Reference Room, 100 F Street, N.E., Washington, D.C You can obtain information on the operation of the SEC s Public Reference Room by calling the SEC at SEC The SEC also maintains a website at which provides online access to the Registration Statement, reports, proxy and other information statements filed electronically by the Company with the SEC. You may also obtain without charge, upon oral or written request, a copy of the Registration Statement and any document incorporated by reference into this Prospectus (except exhibits unless the exhibit you desire has been incorporated by reference in the information incorporated by reference into this Prospectus) or any other report or document required to be given to you under SEC Rule 428(b). Please mail your written request to: The Office of the General Counsel CoreLogic, Inc. 40 Pacifica, Suite 900 Irvine, California Telephone requests may be directed to the Company s General Counsel at (800) Additionally, if you need more information regarding the Plan Administrator or the administration of the Plan, if you need a copy of the Plan or if you have questions regarding the Plan, your option, or your enrollment, you may contact the HR Shared Services Team at (866)

PROSPECTUS August 15, 2011 INTRICON CORPORATION. Summary of the 2007 Employee Stock Purchase Plan

PROSPECTUS August 15, 2011 INTRICON CORPORATION. Summary of the 2007 Employee Stock Purchase Plan PROSPECTUS August 15, 2011 INTRICON CORPORATION Summary of the 2007 Employee Stock Purchase Plan This document constitutes part of a prospectus covering securities that have been registered under the Securities

More information

Employee Stock Purchase Plan

Employee Stock Purchase Plan Prospectus: Lowe s Companies, Inc. Employee Stock Purchase Plan 70,000,000 Shares of Common Stock Offered under the Lowe s Companies Employee Stock Purchase Plan - Stock Options for Everyone. This prospectus

More information

U.S. AND GLOBAL EMPLOYEE STOCK PURCHASE PLANS SUMMARY OF KEY TERMS

U.S. AND GLOBAL EMPLOYEE STOCK PURCHASE PLANS SUMMARY OF KEY TERMS U.S. AND GLOBAL EMPLOYEE STOCK PURCHASE PLANS SUMMARY OF KEY TERMS January 1, 2009 EXECUTIVE SUMMARY This summary highlights some features of the Thomson Reuters U.S. Employee Stock Purchase Plan and the

More information

MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN

MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN MAXIM INTEGRATED PRODUCTS, INC. 2008 EMPLOYEE STOCK PURCHASE PLAN (As amended) 1 The Company wishes to attract employees to the Company, its Subsidiaries and Affiliates and to induce employees to remain

More information

UnitedHealth Group Employee Stock Purchase Plan Prospectus

UnitedHealth Group Employee Stock Purchase Plan Prospectus UnitedHealth Group Employee Stock Purchase Plan Prospectus May 2011 These materials, which may include descriptions of company stock plans, prospectuses and other information and documents, and the information

More information

PEARSON plc EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY

PEARSON plc EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY PEARSON plc EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THE SECURITIES HAVE

More information

RESOURCES CONNECTION, INC. EMPLOYEE STOCK PURCHASE PLAN

RESOURCES CONNECTION, INC. EMPLOYEE STOCK PURCHASE PLAN RESOURCES CONNECTION, INC. EMPLOYEE STOCK PURCHASE PLAN TABLE OF CONTENTS Page 1. PURPOSE... 1 2. DEFINITIONS... 1 3. ELIGIBILITY... 4 4. STOCK SUBJECT TO THIS PLAN; SHARE LIMITATIONS... 4 5. OFFERING

More information

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. PM975d Deluxe Corporation Employee Stock Purchase Plan Summary and Prospectus THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.

More information

EMPLOYEE STOCK PURCHASE PLAN

EMPLOYEE STOCK PURCHASE PLAN EMPLOYEE STOCK PURCHASE PLAN Exhibit A to Proxy Statement CIBER, INC. EMPLOYEE STOCK PURCHASE PLAN (as amended May 9, 2012) I. Purpose The CIBER, Inc. Employee Stock Purchase Plan (the Plan ) is intended

More information

PERCEPTRON, INC. EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated October 22, 2004)

PERCEPTRON, INC. EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated October 22, 2004) PERCEPTRON, INC. EMPLOYEE STOCK PURCHASE PLAN (Amended and Restated October 22, 2004) 1. Purpose. The purpose of the Perceptron, Inc. Employee Stock Purchase Plan (the Plan ) is to promote the best interests

More information

Employee Stock Purchase Plan

Employee Stock Purchase Plan Employee Stock Purchase Plan Prospectus dated January 1, 2015 for the CARMAX, INC. AMENDED AND RESTATED 2002 EMPLOYEE STOCK PURCHASE PLAN As Amended and Restated June 23, 2009 8,000,000 shares of CarMax,

More information

LADENBURG THALMANN FINANCIAL SERVICES INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN ARTICLE I BACKGROUND

LADENBURG THALMANN FINANCIAL SERVICES INC. QUALIFIED EMPLOYEE STOCK PURCHASE PLAN ARTICLE I BACKGROUND Adopted by Board: May 21, 2002 Adopted by Shareholders: November 6, 2002 Amendments Approved by Compensation Committee: December 29, 2005 Amendment Approved by Board: September 15, 2006 Amendment Approved

More information

Automatic Dividend Reinvestment and Stock Purchase Plan

Automatic Dividend Reinvestment and Stock Purchase Plan Automatic Dividend Reinvestment and Stock Purchase Plan The Automatic Dividend Reinvestment and Stock Purchase Plan ("the Plan") of Media General, Inc. provides all registered holders of its Class A Common

More information

Employee Share Purchase Plans

Employee Share Purchase Plans Employee Share Purchase Plans Originally Effective April 1, 2002 and Amended and Restated Effective October 25, 2011 Bank of Montreal Qualified Employee Share Purchase Plan For employees of BMO Financial

More information

DESCRIPTION OF THE PLAN

DESCRIPTION OF THE PLAN DESCRIPTION OF THE PLAN PURPOSE 1. What is the purpose of the Plan? The purpose of the Plan is to provide eligible record owners of common stock of the Company with a simple and convenient means of investing

More information

BEST BUY CO., INC. 2004 OMNIBUS STOCK AND INCENTIVE PLAN

BEST BUY CO., INC. 2004 OMNIBUS STOCK AND INCENTIVE PLAN BEST BUY CO., INC. 2004 OMNIBUS STOCK AND INCENTIVE PLAN Table of Contents Section 1. Purpose... 1 Section 2. Definitions... 1 Section 3. Administration... 3 (a) Power and Authority of the Committee...

More information

GOLDCORP INC. EMPLOYEE SHARE PURCHASE PLAN FOR U.S. EMPLOYEES

GOLDCORP INC. EMPLOYEE SHARE PURCHASE PLAN FOR U.S. EMPLOYEES March 17, 2013 GOLDCORP INC. EMPLOYEE SHARE PURCHASE PLAN FOR U.S. EMPLOYEES Effective July 1, 2013 1. PURPOSE The purpose of this Employee Share Purchase Plan (the Plan ) is to encourage Employees (as

More information

Dividend Reinvestment. and Voluntary Stock Purchase Plan for Shareholders

Dividend Reinvestment. and Voluntary Stock Purchase Plan for Shareholders Dividend Reinvestment a and Voluntary Stock Purchase Plan for Shareholders PROSPECTUS BALL CORPORATION Dividend Reinvestment and Voluntary Stock Purchase Plan for Shareholders 2,000,000 Shares of Common

More information

COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN

COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN COMERICA INCORPORATED AMENDED AND RESTATED EMPLOYEE STOCK PURCHASE PLAN THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS

More information

PROSPECTUS. Aflac Incorporated Worldwide Headquarters 1932 Wynnton Road Columbus, Georgia 31999 1.800.227.4756-706.596.3589

PROSPECTUS. Aflac Incorporated Worldwide Headquarters 1932 Wynnton Road Columbus, Georgia 31999 1.800.227.4756-706.596.3589 PROSPECTUS Aflac Incorporated Worldwide Headquarters 1932 Wynnton Road Columbus, Georgia 31999 1.800.227.4756-706.596.3589 AFL Stock Plan A Direct Stock Purchase and Dividend Reinvestment Plan We are offering

More information

Amended and Restated Dividend Reinvestment and Common Stock Purchase Plan

Amended and Restated Dividend Reinvestment and Common Stock Purchase Plan Amended and Restated Dividend Reinvestment and Common Stock Purchase Plan TABLE OF CONTENTS PAGE SUMMARY... 1 AVAILABLE INFORMATION... 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE... 3 FORWARD LOOKING

More information

Wells Fargo & Company Stock Purchase Plan

Wells Fargo & Company Stock Purchase Plan Summary Plan Description/Prospectus Wells Fargo & Company Effective January 1, 2012 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act

More information

Wells Fargo & Company Stock Purchase Plan

Wells Fargo & Company Stock Purchase Plan Prospectus Wells Fargo & Company Stock Purchase Plan November 1, 2014 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. Specifically,

More information

The ConocoPhillips Share Incentive Plan EXPLANATORY BOOKLET

The ConocoPhillips Share Incentive Plan EXPLANATORY BOOKLET The ConocoPhillips Share Incentive Plan EXPLANATORY BOOKLET September 2014 Contents Page 1. Introduction 1 2. Summary of how the Plan works 2 3. Eligibility and joining the Plan 4 4. Shares of Common Stock

More information

Dividend Reinvestment and Stock Purchase Plan Common Stock, Par Value $0.01 Per Share

Dividend Reinvestment and Stock Purchase Plan Common Stock, Par Value $0.01 Per Share PROSPECTUS Dividend Reinvestment and Stock Purchase Plan Common Stock, Par Value $0.01 Per Share This prospectus describes the Popular, Inc. Dividend Reinvestment and Stock Purchase Plan. The Plan promotes

More information

Founder Stock Purchase Agreement

Founder Stock Purchase Agreement Founder Stock Purchase Agreement Document 1330A Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc. nor any of the providers of information that

More information

The Bank of Nova Scotia Shareholder Dividend and Share Purchase Plan

The Bank of Nova Scotia Shareholder Dividend and Share Purchase Plan The Bank of Nova Scotia Shareholder Dividend and Share Purchase Plan Offering Circular Effective November 6, 2013 The description contained in this Offering Circular of the Canadian and U.S. income tax

More information

Verizon Communications

Verizon Communications A Direct Stock Purchase and Share Ownership Plan for Common Stock, $.10 par value per share, of Verizon Communications Inc. Verizon Communications Direct Invest Purchase Verizon shares conveniently. Build

More information

RGC RESOURCES, INC. AMENDED AND RESTATED DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN. 366,807 Shares of Common Stock ($5.00 Par Value Per Share)

RGC RESOURCES, INC. AMENDED AND RESTATED DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN. 366,807 Shares of Common Stock ($5.00 Par Value Per Share) PROSPECTUS RGC RESOURCES, INC. AMENDED AND RESTATED DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN 366,807 Shares of Common Stock ($5.00 Par Value Per Share) The RGC Resources, Inc. ( Resources ) Amended

More information

BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN BANK OF MONTREAL SHAREHOLDER DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN This Offering Circular covers common shares of Bank of Montreal (the Bank ) which may be purchased on the open market through

More information

[LOGO] ROGERS COMMUNICATIONS INC. DIVIDEND REINVESTMENT PLAN. November 1, 2010

[LOGO] ROGERS COMMUNICATIONS INC. DIVIDEND REINVESTMENT PLAN. November 1, 2010 [LOGO] ROGERS COMMUNICATIONS INC. DIVIDEND REINVESTMENT PLAN November 1, 2010 Rogers Communications Inc. Dividend Reinvestment Plan Table of Contents SUMMARY... 3 DEFINITIONS... 4 ELIGIBILITY... 6 ENROLLMENT...

More information

PROSPECTUS MACK-CALI REALTY CORPORATION DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

PROSPECTUS MACK-CALI REALTY CORPORATION DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN PROSPECTUS MACK-CALI REALTY CORPORATION DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN We are pleased to offer you the opportunity to participate in the Mack-Cali Realty Corporation Dividend Reinvestment

More information

VECTREN CORPORATION AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN

VECTREN CORPORATION AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN PROSPECTUS VECTREN CORPORATION AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN Vectren Corporation hereby offers to current and potential shareholders, including eligible employees of the Company

More information

PROSPECTUS. TELEPHONE AND DATA SYSTEMS, INC. COMMON SHARE AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN Common Shares $0.

PROSPECTUS. TELEPHONE AND DATA SYSTEMS, INC. COMMON SHARE AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN Common Shares $0. PROSPECTUS TELEPHONE AND DATA SYSTEMS, INC. COMMON SHARE AUTOMATIC DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN Common Shares $0.01 Par Value The Common Share Automatic Dividend Reinvestment and Stock

More information

UIL HOLDINGS CORPORATION 2012 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN

UIL HOLDINGS CORPORATION 2012 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN UIL HOLDINGS CORPORATION 2012 NON-QUALIFIED EMPLOYEE STOCK PURCHASE PLAN 1. Purpose The Employee Stock Purchase Plan (ESPP) is intended to provide Employees (as defined herein) of UIL Holdings Corporation

More information

MANITOBA TELECOM SERVICES INC. DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN

MANITOBA TELECOM SERVICES INC. DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN MANITOBA TELECOM SERVICES INC. DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN MAY 12, 2010 SUMMARY Manitoba Telecom Services Inc. Dividend Reinvestment and Share Purchase Plan This is a summary of the features

More information

2015 EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY AND PROSPECTUS

2015 EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY AND PROSPECTUS SYSCO CORPORATION 2015 EMPLOYEE STOCK PURCHASE PLAN PLAN SUMMARY AND PROSPECTUS The date of this Plan Summary and Prospectus is December 23, 2014 TABLE OF CONTENTS Page INFORMATION ON THE EMPLOYEE STOCK

More information

Benefits Handbook Date January 1, 2016. Marsh & McLennan Companies 401(k) Savings & Investment Plan

Benefits Handbook Date January 1, 2016. Marsh & McLennan Companies 401(k) Savings & Investment Plan Date January 1, 2016 Marsh & McLennan Companies 401(k) Savings & Investment Plan Marsh & McLennan Companies Marsh & McLennan Companies 401(k) Savings & Investment Plan The Marsh & McLennan Companies 401(k)

More information

ALTRIA GROUP, INC. CHAIRMAN OF THE BOARD NEW YORK, NEW YORK 10017. March 20, 2007. Dear Altria Shareholder:

ALTRIA GROUP, INC. CHAIRMAN OF THE BOARD NEW YORK, NEW YORK 10017. March 20, 2007. Dear Altria Shareholder: ALTRIA GROUP, INC. LOUIS C. CAMILLERI 120 PARK AVENUE CHAIRMAN OF THE BOARD NEW YORK, NEW YORK 10017 Dear Altria Shareholder: March 20, 2007 As you know, on January 31, 2007, the Board of Directors of

More information

POWER SOLUTIONS INTERNATIONAL, INC. 70,000 SHARES OF COMMON STOCK TO BE ISSUED UNDER THE POWER GREAT LAKES, INC. EMPLOYEES 401(K) PROFIT SHARING PLAN

POWER SOLUTIONS INTERNATIONAL, INC. 70,000 SHARES OF COMMON STOCK TO BE ISSUED UNDER THE POWER GREAT LAKES, INC. EMPLOYEES 401(K) PROFIT SHARING PLAN PROSPECTUS POWER SOLUTIONS INTERNATIONAL, INC. 70,000 SHARES OF COMMON STOCK TO BE ISSUED UNDER THE POWER GREAT LAKES, INC. EMPLOYEES 401(K) PROFIT SHARING PLAN This document relates to retirement benefits

More information

NOVAGOLD RESOURCES INC. (THE COMPANY ) INSIDER TRADING POLICY

NOVAGOLD RESOURCES INC. (THE COMPANY ) INSIDER TRADING POLICY PURPOSE NOVAGOLD RESOURCES INC. (THE COMPANY ) INSIDER TRADING POLICY The Company is a publicly traded company listed on the Toronto Stock Exchange (the TSX ) and the NYSE MKT LLC (the NYSE MKT, and together

More information

Shareholder Dividend Reinvestment and Stock Purchase Plan

Shareholder Dividend Reinvestment and Stock Purchase Plan Shareholder Dividend Reinvestment and Stock Purchase Plan 2012 Offering circular 1 WHAT S INSIDE Introduction 3 Summary 4 Contact Information 4 Questions and Answers 5 Shareholder Dividend Reinvestment

More information

INSIDER TRADING POLICY. Guidelines with Respect to Certain Transactions in Company Securities

INSIDER TRADING POLICY. Guidelines with Respect to Certain Transactions in Company Securities INSIDER TRADING POLICY Guidelines with Respect to Certain Transactions in Company Securities This Policy provides guidelines to all employees, officers and directors of F5 Networks, Inc. and its subsidiaries

More information

Exhibit 10(b). McDonald s Excess Benefit and Deferred Bonus Plan

Exhibit 10(b). McDonald s Excess Benefit and Deferred Bonus Plan Exhibit 10(b). McDonald s Excess Benefit and Deferred Bonus Plan Section 1. Introduction 1.1 The Plan. McDonald s Corporation (the Company ) has adopted the McDonald s Excess Benefit and Deferred Bonus

More information

OASIS PETROLEUM INC. SHORT-SWING TRADING AND REPORTING POLICY (Adopted as of May 17, 2010)

OASIS PETROLEUM INC. SHORT-SWING TRADING AND REPORTING POLICY (Adopted as of May 17, 2010) OASIS PETROLEUM INC. SHORT-SWING TRADING AND REPORTING POLICY (Adopted as of May 17, 2010) This Short Swing Trading and Reporting Policy (this Policy ) provides guidelines to each director and Section

More information

Certain capitalized terms in this Premium Dividend and Dividend Reinvestment Plan have the meaning assigned to them under "Definitions" below.

Certain capitalized terms in this Premium Dividend and Dividend Reinvestment Plan have the meaning assigned to them under Definitions below. Premium Dividend and Dividend Reinvestment Plan Certain capitalized terms in this Premium Dividend and Dividend Reinvestment Plan have the meaning assigned to them under "Definitions" below. Important

More information

FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001)

FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001) FIFTH RESTATED CERTIFICATE OF INCORPORATION OF THE CHARLES SCHWAB CORPORATION (Effective May 7, 2001) (Originally incorporated on November 25, 1986, under the name CL Acquisition Corporation) FIRST. The

More information

Sun Life Financial Inc.

Sun Life Financial Inc. Sun Life Financial Inc. Canadian Dividend Reinvestment and Share Purchase Plan AMENDED AND RESTATED OFFERING CIRCULAR Table of Contents Parts of this Offering Circular... 1 Notice to Non-Registered Beneficial

More information

Orrick's Emerging Companies Group Start-Up Forms Library

Orrick's Emerging Companies Group Start-Up Forms Library Orrick's Emerging Companies Group Start-Up Forms Library The attached document is part of the Start-Up Forms Library provided by Orrick's Emerging Companies Group. By using/viewing the attached document,

More information

EDISON INTERNATIONAL

EDISON INTERNATIONAL PROSPECTUS EDISON INTERNATIONAL Dividend Reinvestment and Direct Stock Purchase Plan Our Dividend Reinvestment and Direct Stock Purchase Plan (the Plan) provides you an economical and convenient method

More information

CARDTRONICS, INC. POLICY ON COMPLIANCE WITH SHORT-SWING TRADING AND REPORTING LAWS. Amended and Restated as of November 13, 2013

CARDTRONICS, INC. POLICY ON COMPLIANCE WITH SHORT-SWING TRADING AND REPORTING LAWS. Amended and Restated as of November 13, 2013 CARDTRONICS, INC. POLICY ON COMPLIANCE WITH SHORT-SWING TRADING AND REPORTING LAWS Amended and Restated as of November 13, 2013 THIS SHORT-SWING TRADING AND REPORTING POLICY APPLIES TO ALL DIRECTORS AND

More information

PROSPECTUS. TSYS Dividend Reinvestment and Direct Stock Purchase Plan

PROSPECTUS. TSYS Dividend Reinvestment and Direct Stock Purchase Plan PROSPECTUS TSYS Dividend Reinvestment and Direct Stock Purchase Plan This prospectus describes the Total System Services, Inc. Dividend Reinvestment and Direct Stock Purchase Plan (the Plan ). The Plan

More information

CHARLES RIVER LABORATORIES INTERNATIONAL, INC. STATEMENT OF POLICY CONCERNING TRADING POLICIES. (revised May 10, 2011)

CHARLES RIVER LABORATORIES INTERNATIONAL, INC. STATEMENT OF POLICY CONCERNING TRADING POLICIES. (revised May 10, 2011) CHARLES RIVER LABORATORIES INTERNATIONAL, INC. STATEMENT OF POLICY CONCERNING TRADING POLICIES (revised May 10, 2011) 1 TABLE OF CONTENTS Page No. I. SUMMARY OF THE COMPANY POLICY CONCERNING TRADING POLICIES...

More information

MARATHON OIL CORPORATION. Dividend Reinvestment and Direct Stock Purchase Plan

MARATHON OIL CORPORATION. Dividend Reinvestment and Direct Stock Purchase Plan Prospectus MARATHON OIL CORPORATION Dividend Reinvestment and Direct Stock Purchase Plan Our Dividend Reinvestment and Direct Stock Purchase Plan provides both existing stockholders and interested new

More information

Direct Stock Purchase and Dividend Reinvestment Plan 3,000,000 Shares of Common Stock

Direct Stock Purchase and Dividend Reinvestment Plan 3,000,000 Shares of Common Stock Direct Stock Purchase and Dividend Reinvestment Plan 3,000,000 Shares of Common Stock TECO Energy, Inc. is pleased to offer the opportunity to participate in the TECO Energy, Inc. Direct Stock Purchase

More information

ATMOS ENERGY CORPORATION

ATMOS ENERGY CORPORATION PROSPECTUS 2,000,000 Shares ATMOS ENERGY CORPORATION DIRECT STOCK PURCHASE PLAN Common Stock We are offering the shares to our shareholders, our customers and other investors under our Direct Stock Purchase

More information

Stryker Corporation 2008 Employee Stock Purchase Plan (ESPP) Explanatory Guide

Stryker Corporation 2008 Employee Stock Purchase Plan (ESPP) Explanatory Guide Stryker Corporation 2008 Employee Stock Purchase Plan (ESPP) Explanatory Guide Revised June 2010 Table of Contents Page Overview 3 Before Investing 3 Plan Highlights 4 Buying Shares 7 Selling Shares 9

More information

Climb Investco, LLC, a Delaware limited liability company. Climb Credit, Inc., a Delaware Corporation

Climb Investco, LLC, a Delaware limited liability company. Climb Credit, Inc., a Delaware Corporation Amended and Restated Final Agreement of the Parties PARTIES Lender Manager Master Servicer School ELIGIBILITY Eligible Assets Eligible Schools TRANSACTION Transaction Term Survival Program Size Funding

More information

SUMMARY PLAN DESCRIPTION. STAPLES, INC. EMPLOYEES 401(k) SAVINGS PLAN

SUMMARY PLAN DESCRIPTION. STAPLES, INC. EMPLOYEES 401(k) SAVINGS PLAN SUMMARY PLAN DESCRIPTION STAPLES, INC. EMPLOYEES 401(k) SAVINGS PLAN Updated as of January 1, 2015 Important Note This booklet is called a Summary Plan Description ( SPD ) and is intended to provide a

More information

RESTATED CERTIFICATE OF INCORPORATION OF VALERO ENERGY CORPORATION

RESTATED CERTIFICATE OF INCORPORATION OF VALERO ENERGY CORPORATION RESTATED CERTIFICATE OF INCORPORATION OF VALERO ENERGY CORPORATION (including amendments through May 24, 2011) ARTICLE I The name of the corporation is Valero Energy Corporation. ARTICLE II The address

More information

NATIONAL CONTRACTORS INSURANCE COMPANY, INC., A RISK RETENTION GROUP SUBSCRIPTION AND SHAREHOLDERS AGREEMENT

NATIONAL CONTRACTORS INSURANCE COMPANY, INC., A RISK RETENTION GROUP SUBSCRIPTION AND SHAREHOLDERS AGREEMENT 1 NATIONAL CONTRACTORS INSURANCE COMPANY, INC., A RISK RETENTION GROUP NOTICE SUBSCRIPTION AND SHAREHOLDERS AGREEMENT This policy is issued by your risk retention group. Your risk retention group may not

More information

INPHI CORPORATION. Insider Trading Policy and Communication Policy. As Amended July 25, 2014

INPHI CORPORATION. Insider Trading Policy and Communication Policy. As Amended July 25, 2014 INPHI CORPORATION Insider Trading Policy and Communication Policy As Amended July 25, 2014 1. INTRODUCTION Both the Securities and Exchange Commission (the SEC ) and Congress are very concerned about maintaining

More information

COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law

COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law COMPOSITE OF AMENDED RESTATED CERTIFICATE OF INCORPORATION OF AMERICAN ELECTRIC POWER COMPANY, INC. Under Section 807 of the Business Corporation Law As filed with the Department of State of the State

More information

ORION ENGINEERED CARBONS S.A. INSIDER TRADING POLICY. All defined terms shall have the meanings set forth in the Annex A.

ORION ENGINEERED CARBONS S.A. INSIDER TRADING POLICY. All defined terms shall have the meanings set forth in the Annex A. ORION ENGINEERED CARBONS S.A. INSIDER TRADING POLICY In order to take an active role in the prevention of insider trading violations by its officers, directors, employees and other individuals, Orion Engineered

More information

TSYS Dividend Reinvestment and Direct Stock Purchase Plan

TSYS Dividend Reinvestment and Direct Stock Purchase Plan Prospectus Supplement dated September 4, 2012 Filed pursuant to Rule 424(b)(3) To Prospectus dated November 10, 2011 File No. 333-177897 TSYS Dividend Reinvestment and Direct Stock Purchase Plan This is

More information

THE YORK WATER COMPANY DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN. 500,000 Shares of Common Stock (No Par Value)

THE YORK WATER COMPANY DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN. 500,000 Shares of Common Stock (No Par Value) Filed Pursuant to Rule 424(b)(3) Registration Statement No. 333-191496 PROSPECTUS THE YORK WATER COMPANY DIVIDEND REINVESTMENT AND DIRECT STOCK PURCHASE AND SALE PLAN 500,000 Shares of Common Stock (No

More information

Insider Trading Policy

Insider Trading Policy Purpose U.S. federal and state and Canadian provincial securities laws prohibit buying, selling, or making other transfers of securities by persons who have material information that is not generally known

More information

Exhibit 2.01 CERTIFICATE OF MERGER. PREMCOR INC. (a Delaware corporation) with and into. VALERO ENERGY CORPORATION (a Delaware corporation)

Exhibit 2.01 CERTIFICATE OF MERGER. PREMCOR INC. (a Delaware corporation) with and into. VALERO ENERGY CORPORATION (a Delaware corporation) Exhibit 2.01 CERTIFICATE OF MERGER of PREMCOR INC. (a Delaware corporation) with and into VALERO ENERGY CORPORATION (a Delaware corporation) Pursuant to the provisions of Section 251(c) of the General

More information

Computershare Trust Company BYDSsm Buy Direct Stock

Computershare Trust Company BYDSsm Buy Direct Stock Computershare Trust Company BYDSsm Buy Direct Stock All correspondence and inquiries concerning the Program should be directed to: Computershare Trust Company P.O. Box A3309 Chicago, Illinois 60690-3309

More information

EMPLOYEE STOCK PURCHASE PROGRAM Offered by Computershare Trust Company, N.A.

EMPLOYEE STOCK PURCHASE PROGRAM Offered by Computershare Trust Company, N.A. EMPLOYEE STOCK PURCHASE PROGRAM Offered by Computershare Trust Company, N.A. Effective date: 6/1/99 Updated: 5/12/09 Employee questions: Submit a question or request to HR Connections To enroll: estream>quick

More information

Stryker Corporation 2008 Employee Stock Purchase Plan (ESPP) Explanatory Guide

Stryker Corporation 2008 Employee Stock Purchase Plan (ESPP) Explanatory Guide Stryker Corporation 2008 Employee Stock Purchase Plan (ESPP) Explanatory Guide Revised August 2014 Table of Contents Page Overview 3 Before Investing 3 Plan Highlights 4 Buying Shares 7 Selling Shares

More information

[COMPANY NAME] STOCK PURCHASE AGREEMENT

[COMPANY NAME] STOCK PURCHASE AGREEMENT [COMPANY NAME] STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT (the Agreement ) is made as of the day of, 2015, (the Effective Date ) by and between [COMPANY NAME] (the Company ), and SOSV a company

More information

LUNDIN MINING CORPORATION INCENTIVE STOCK OPTION PLAN ARTICLE I INTRODUCTION

LUNDIN MINING CORPORATION INCENTIVE STOCK OPTION PLAN ARTICLE I INTRODUCTION LUNDIN MINING CORPORATION INCENTIVE STOCK OPTION PLAN ARTICLE I INTRODUCTION 1.1 Purpose of Plan The purpose of the Plan is to secure for the Company and its shareholders the benefits of incentive inherent

More information

Information Regarding U.S. Federal Income Tax Calculations in connection with the Acquisition of DIRECTV by AT&T

Information Regarding U.S. Federal Income Tax Calculations in connection with the Acquisition of DIRECTV by AT&T Information Regarding U.S. Federal Income Tax Calculations in connection with the Acquisition of DIRECTV by AT&T The following information is provided to illustrate how to determine taxable gain on DIRECTV

More information

TABLE OF CONTENTS PAGE GENERAL INFORMATION B-3 CERTAIN FEDERAL INCOME TAX CONSEQUENCES B-3 PUBLISHED RATINGS B-7 ADMINISTRATION B-7

TABLE OF CONTENTS PAGE GENERAL INFORMATION B-3 CERTAIN FEDERAL INCOME TAX CONSEQUENCES B-3 PUBLISHED RATINGS B-7 ADMINISTRATION B-7 STATEMENT OF ADDITIONAL INFORMATION INDIVIDUAL VARIABLE ANNUITY ISSUED BY JEFFERSON NATIONAL LIFE INSURANCE COMPANY AND JEFFERSON NATIONAL LIFE ANNUITY ACCOUNT G ADMINISTRATIVE OFFICE: P.O. BOX 36840,

More information

WESTON SOLUTIONS, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN. SUMMARY PLAN DESCRIPTION (January 1, 2014)

WESTON SOLUTIONS, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN. SUMMARY PLAN DESCRIPTION (January 1, 2014) WESTON SOLUTIONS, INC. RETIREMENT SAVINGS AND EMPLOYEE STOCK OWNERSHIP PLAN SUMMARY PLAN DESCRIPTION (January 1, 2014) INTRODUCTION Weston Solutions, Inc. (the "Company") established the Weston Solutions,

More information

Dividend Reinvestment and Stock Purchase Plan (As Amended and Restated) 2,000,000 Shares of Common Stock

Dividend Reinvestment and Stock Purchase Plan (As Amended and Restated) 2,000,000 Shares of Common Stock PROSPECTUS CATHAY GENERAL BANCORP Dividend Reinvestment and Stock Purchase Plan (As Amended and Restated) 2,000,000 Shares of Common Stock The Dividend Reinvestment and Stock Purchase Plan (As Amended

More information

GEOGRAPHIC COVERAGE: DATE REVISED: May 2015 1. GENERAL

GEOGRAPHIC COVERAGE: DATE REVISED: May 2015 1. GENERAL FORM / POLICY TITLE: GEOGRAPHIC COVERAGE: DOCUMENT OWNER: Insider Trading Policy Global SVP & General Counsel DATE REVISED: May 2015 1. GENERAL Generally there are laws in each jurisdiction in which Gartner

More information

Your rights will expire on October 30, 2015 unless extended.

Your rights will expire on October 30, 2015 unless extended. DIVIDEND AND INCOME FUND 11 Hanover Square New York, NY 10005 September 28, 2015 Re: Rights Offering. Prompt action is requested. Dear Fellow Shareholder: Your rights will expire on October 30, 2015 unless

More information

The Options Clearing Corporation

The Options Clearing Corporation PROSPECTUS M The Options Clearing Corporation PUT AND CALL OPTIONS This prospectus pertains to put and call security options ( Options ) issued by The Options Clearing Corporation ( OCC ). Certain types

More information

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION

AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF SCIENCE APPLICATIONS INTERNATIONAL CORPORATION FIRST: NAME. The name of the Corporation is Science Applications International Corporation. SECOND: ADDRESS.

More information

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 OMB APPROVAL OMB Number: 3235-0065 Expires: March 31, 2018 Estimated

More information

LLC Operating Agreement With Corporate Structure (Delaware)

LLC Operating Agreement With Corporate Structure (Delaware) LLC Operating Agreement With Corporate Structure (Delaware) Document 1080B www.leaplaw.com Access to this document and the LeapLaw web site is provided with the understanding that neither LeapLaw Inc.

More information

FREQUENTLY ASKED QUESTIONS ABOUT RULE 10b - 18 AND STOCK REPURCHASE PROGRAMS

FREQUENTLY ASKED QUESTIONS ABOUT RULE 10b - 18 AND STOCK REPURCHASE PROGRAMS FREQUENTLY ASKED QUESTIONS ABOUT RULE 10b - 18 AND STOCK REPURCHASE PROGRAMS The Regulation What is Rule 10b-18? Rule 10b-18 provides an issuer (and its affiliated purchasers ) with a non-exclusive safe

More information

How To Participate In Dollar General Direct Stock Purchase And Dividend Reinvestment Plan

How To Participate In Dollar General Direct Stock Purchase And Dividend Reinvestment Plan DOLLAR GENERAL CORPORATION DIRECT STOCK PURCHASE PLAN DOLLAR GENERAL DIRECT STOCK PURCHASE PLAN This document describes the Dollar General Direct Stock Purchase Plan (the Plan ). The Plan promotes long-term

More information

Irwin Mortgage Corporation Short Term Incentive Plan

Irwin Mortgage Corporation Short Term Incentive Plan Irwin Mortgage Corporation Short Term Incentive Plan 1. Purpose The purpose of the Irwin Mortgage Corporation Short Term Incentive Plan is to support the achievement of the Company's business and financial

More information

U.S. Bank 401(k) Savings Plan Summary Plan Description

U.S. Bank 401(k) Savings Plan Summary Plan Description U.S. Bank 401(k) Savings Plan Summary Plan Description January 2012 This document constitutes part of a prospectus covering securities that have been registered under the Securities Act of 1933. HR1201W

More information

ST. JOHN S UNIVERSITY DEFINED CONTRIBUTION RETIREMENT PLAN (JANUARY 1, 2015 RESTATEMENT)

ST. JOHN S UNIVERSITY DEFINED CONTRIBUTION RETIREMENT PLAN (JANUARY 1, 2015 RESTATEMENT) ST. JOHN S UNIVERSITY DEFINED CONTRIBUTION RETIREMENT PLAN (JANUARY 1, 2015 RESTATEMENT) INTRODUCTION This document is both the formal document that constitutes the St. John s University Defined Contribution

More information

PAN AMERICAN SILVER CORP. STOCK OPTION AND COMPENSATION SHARE PLAN. In this Plan, the following terms shall have the following meanings:

PAN AMERICAN SILVER CORP. STOCK OPTION AND COMPENSATION SHARE PLAN. In this Plan, the following terms shall have the following meanings: PAN AMERICAN SILVER CORP. STOCK OPTION AND COMPENSATION SHARE PLAN 1. PURPOSE OF THE PLAN Pan American Silver Corp. (the Company ) hereby amends and restates its stock option and compensation share plan

More information

PREMIER VALLEY BANK DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN. COMMON STOCK (No Par Value)

PREMIER VALLEY BANK DIVIDEND REINVESTMENT AND STOCK PURCHASE PLAN. COMMON STOCK (No Par Value) THIS DOCUMENT SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE

More information

IDEXX LABORATORIES, INC.

IDEXX LABORATORIES, INC. As filed with the Securities and Exchange Commission on May 22, 2015 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE

More information

GUYANA GOLDFIELDS INC. STOCK OPTION PLAN

GUYANA GOLDFIELDS INC. STOCK OPTION PLAN GUYANA GOLDFIELDS INC. STOCK OPTION PLAN PURPOSE The purpose of this stock option plan (the Plan ) is to authorize the grant to service providers for Guyana Goldfields Inc. (the Corporation ) of options

More information

AUBURN UNIVERSITY. 457(b) DEFERRED COMPENSATION PLAN SUMMARY EXPLANATION OF THE PLAN

AUBURN UNIVERSITY. 457(b) DEFERRED COMPENSATION PLAN SUMMARY EXPLANATION OF THE PLAN AUBURN UNIVERSITY 457(b) DEFERRED COMPENSATION PLAN SUMMARY EXPLANATION OF THE PLAN Effective September 6, 2012 AUBURN UNIVERSITY 457(b) DEFERRED COMPENSATION PLAN SUMMARY EXPLANATION OF THE PLAN TABLE

More information

NORTHERN BLIZZARD RESOURCES INC. STOCK DIVIDEND PROGRAM

NORTHERN BLIZZARD RESOURCES INC. STOCK DIVIDEND PROGRAM NORTHERN BLIZZARD RESOURCES INC. STOCK DIVIDEND PROGRAM Introduction This Stock Dividend Program (the "Program") provides eligible holders ("Shareholders") of common shares ("Common Shares") of Northern

More information

Section 162(m): Limit on Compensation Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP and Paula Todd, Towers Watson

Section 162(m): Limit on Compensation Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP and Paula Todd, Towers Watson Section 162(m): Limit on Compensation Regina Olshan, Skadden, Arps, Slate, Meagher & Flom LLP and Paula Todd, Towers Watson This Practice Note is published by Practical Law Company on its PLC Employee

More information

DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN OFFERING CIRCULAR

DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN OFFERING CIRCULAR DIVIDEND REINVESTMENT AND SHARE PURCHASE PLAN OFFERING CIRCULAR December 18, 2013 Shareholders should read carefully the entire Offering Circular before making any decision regarding the Dividend Reinvestment

More information

Common Stock Par Value $.01 per Share Dividend Reinvestment and Stock Purchase Plan

Common Stock Par Value $.01 per Share Dividend Reinvestment and Stock Purchase Plan Prospectus Common Stock Par Value $.01 per Share Dividend Reinvestment and Stock Purchase Plan This prospectus describes Bank of Hawaii Corporation s Dividend Reinvestment and Stock Purchase Plan ( the

More information

MARLIN MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN

MARLIN MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN Exhibit 10.1 MARLIN MIDSTREAM PARTNERS, LP 2013 LONG-TERM INCENTIVE PLAN SECTION 1. Purpose of the Plan. This Marlin Midstream Partners, LP 2013 Long-Term Incentive Plan (the Plan ) has been adopted by

More information

LUMBER LIQUIDATORS HOLDINGS, INC. INSIDER TRADING POLICY

LUMBER LIQUIDATORS HOLDINGS, INC. INSIDER TRADING POLICY LUMBER LIQUIDATORS HOLDINGS, INC. INSIDER TRADING POLICY I. Introduction. Federal securities laws prohibit all persons from transactions in the equity or debt securities of Lumber Liquidators Holdings,

More information

RESTATED ARTICLES OF INCORPORATION NEXTERA ENERGY, INC. ARTICLE I. Name ARTICLE II. Purpose

RESTATED ARTICLES OF INCORPORATION NEXTERA ENERGY, INC. ARTICLE I. Name ARTICLE II. Purpose RESTATED ARTICLES OF INCORPORATION OF NEXTERA ENERGY, INC. ARTICLE I Name The name of the Corporation is NextEra Energy, Inc. ARTICLE II Purpose The purpose for which the Corporation is organized is the

More information