Papa Murphy s Holdings, Inc. Policy on Insider Trading and Communications with the Public

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1 Papa Murphy s Hldings, Inc. Plicy n Insider Trading and Cmmunicatins with the Public Purpse The purpse f this Plicy Prhibiting Insider Trading ( Plicy ) is t prmte cmpliance with federal and state securities laws and t preserve the reputatin and integrity f Papa Murphy s Hldings, Inc., and its subsidiaries and affiliates (cllectively referred t herein as the Cmpany ). This Plicy applies t (a) the purchase r sale f Cmpany Securities (as defined belw), (b) cmmunicatins t persns r entities utside the Cmpany f material, nn-public infrmatin abut the Cmpany; and (c) trading in the securities f ther cmpanies r entities with which the Cmpany has cnducted, is cnducting, r intends t cnduct, business, r sharing with anyne utside the Cmpany any material, nn-public infrmatin abut these ther cmpanies r entities. What Is Insider Trading? Insider trading ccurs when a persn wh is aware f material, nn-public infrmatin abut a cmpany buys r sells that cmpany s securities. A directr, fficer r ther emplyee, agent, cnsultant, r any ther advisr wing a duty f trust and cnfidence t the Cmpany, such as accuntants r utside attrneys, als may vilate the insider trading laws if he r she cmmunicates r tips material, nn-public infrmatin t anther persn r entity withut authrizatin by the Cmpany, which persn r entity in turn trades n the basis f this infrmatin. Infrmatin is material if a reasnable investr wuld cnsider it imprtant in deciding whether t buy, hld r sell securities and nn-public if it has nt been disseminated in a manner making it available t investrs generally (see belw). What Securities are Subject t this Plicy? This Plicy applies t purchases r sales f the Cmpany s cmmn stck, as well as ptins t purchase cmmn stck, r any ther type f securities that the Cmpany may issue, including preferred stck, cnvertible debentures and warrants, as well as derivative securities that are nt issued by the Cmpany, such as exchange-traded put r call ptins r swaps relating t the Cmpany s securities (cllectively, Cmpany Securities ). Wh is subject t this Plicy? This Plicy applies t (a) all directrs, fficers and ther emplyees f the Cmpany and (b) all agents and cnsultants f the Cmpany wh have access t r receive material nn-public infrmatin abut the Cmpany r any ther cmpany r entity the Cmpany des r intends t d business with in the curse f their engagement by r assciatin with the Cmpany (cllectively, Cmpany Persnnel ). In additin, as specified in Sectin IV f this Plicy, Designated Persns (as defined belw) are (a) subject t additinal restrictins relating t the prhibitin f purchases and sales f Cmpany Securities during Blackut Perids (as defined belw) and (b) required t pre-clear purchases and sales f Cmpany 1

2 Securities. These additinal restrictins have been impsed t prevent inadvertent vilatins f the federal securities laws and t avid even the appearance f trading n the basis f material nn-public infrmatin. Family Members and Others Subject t this Plicy This Plicy als applies t yur family members wh reside with yu (including any spuse, child, stepchild, grandchild, parent, stepparent, grandparent, sibling, mther r father-in-law, sn r daughter-in-law, r brther-in-law r sister-in-law (as well as adptive relatinships)), anyne else wh lives in yur husehld, any family members wh d nt live in yur husehld but whse transactins in Cmpany Securities are directed by yu r are subject t yur influence r cntrl, such as parents r children wh cnsult with yu befre they trade in Cmpany Securities (cllectively referred t as Family Members ). Yu are respnsible fr the transactins f these ther persns and therefre shuld make them aware f the need t cnfer with yu befre they trade in Cmpany Securities. This Plicy als applies t any entities that are under the influence r cntrl, including crpratins, partnerships r trusts, f Cmpany Persnnel r their Family Members (cllectively, Cntrlled Entities ), and transactins by such Cntrlled Entities shuld be treated fr the purpses f this Plicy and applicable securities laws as if they were fr the accunt f the Cmpany Persnnel r Family Member. Individual Respnsibility. Each individual is respnsible fr making sure that he r she cmplies with this Plicy. In all cases, the respnsibility fr determining whether an individual is in pssessin f material nn-public infrmatin rests with that individual, and any actin n the part f the Cmpany, its Legal Department, r any ther emplyee r directr pursuant t this Plicy (r therwise) des nt in any way cnstitute legal advice r insulate an individual frm liability under applicable securities laws. Yu culd be subject t severe legal penalties and disciplinary actin by the Cmpany fr any cnduct prhibited by this Plicy r applicable securities laws. Questins Questins abut this Plicy r any prpsed transactin shuld be directed t the Legal Department. I. POLICY STATEMENTS Statement f Insider Trading Plicy Cmpany Persnnel wh are aware f material nn-public infrmatin relating t the Cmpany r its affiliated entities may nt, directly r thrugh Family Members, Cntrlled Entities, r ther persns r entities, (a) buy r sell Cmpany Securities, r engage in any ther actin t take persnal advantage f that infrmatin, r (b) pass that infrmatin n t thers utside the Cmpany, including family and friends. In additin, Cmpany Persnnel wh, in the curse f wrking fr the Cmpany, learn f material nn-public infrmatin abut a cmpany with which the Cmpany des business, including a custmer, vendr r supplier f the Cmpany, may nt trade in that cmpany s securities until the infrmatin becmes public r is n lnger material. 2

3 Transactins that may be necessary r justifiable fr independent reasns (such as the need t raise mney fr an emergency expenditure) are nt excepted frm the plicy. The securities laws d nt recgnize such mitigating circumstances; and, in any event, even the appearance f an imprper transactin must be avided t preserve the Cmpany s reputatin fr adhering t the highest standards f cnduct. The trading prhibitins and restrictins set frth in this plicy will be superseded by any greater prhibitins r restrictins prescribed by federal r state securities laws and regulatins; e.g., shrtswing trading by executive fficers f directrs subject t Sectin 16 r restrictins n the sale f securities subject t Rule 144 f the Securities Act f Any emplyee wh is uncertain whether ther prhibitins r restrictins apply shuld ask a member f the Legal Department. Statement f Cmmunicatins Plicy The Cmpany engages in cmmunicatins with investrs, securities analysts and the financial press. Regulatin FD, adpted by the Securities and Exchange Cmmissin (the SEC ), as well as this Plicy, prhibit any persn acting n behalf f the Cmpany frm selectively disclsing material, nn-public infrmatin t securities prfessinals (including, fr example, buy and sell-side analysts, institutinal investment managers and investment cmpanies) r investrs in any security f the Cmpany under circumstances where it is reasnably freseeable that the recipient may be likely t trade n the basis f such infrmatin, unless the infrmatin has first r simultaneusly been disclsed t the public. Only the Chief Executive Officer, Chief Financial Officer and any investr relatins firm designated by the Chief Executive Officer are authrized t speak n behalf f the Cmpany. Anyne wh cmmunicates withut prper authrizatin will nt nly vilate this Plicy but may als vilate the anti-tipping prvisins f the insider trading laws. Cmpany Persnnel may nt, therefre, disclse infrmatin t anyne utside the Cmpany, including analysts, sharehlders, jurnalists r any media utlet, family members and friends, ther than in accrdance with the prcedures set frth in this Plicy under Prcedures fr Cmmunicatins with the Public belw. Further, Cmpany Persnnel may nt discuss the Cmpany s business in an internet chat rm r similar internet-based frum. II. THE CONSEQUENCES OF VIOLATION Insider trading is a serius crime. Nt nly des it damage thse directly invlved, it als adversely affects the cmpany whse directrs, fficers and ther emplyees, agents, cnsultants, r securities, were the subject f the ffense. A cmpany's reputatin fr integrity and hnesty is an imprtant crprate asset that can be harmed significantly thrugh an insider trading investigatin cnducted either by the SEC r the U.S. Department f Justice, even if n charges ultimately are brught. The cnsequences f vilatins f the federal securities laws gverning insider trading (including tipping) are serius. Individuals fund liable fr insider trading (and tipping) face penalties f up three (3) times the prfit gained r lss avided, a criminal fine f up t $5 millin and up t twenty (20) years in jail. In additin, t the ptential criminal and civil liabilities, in certain circumstances the Cmpany may be able t recver all prfits made by an insider wh traded illegally, plus cllect ther damages. In 3

4 additin, the Cmpany (and its executive fficers and directrs) culd face penalties the greater f $1 millin r three (3) times the prfit gained r lss avided as a result f an emplyee s vilatin and/r criminal penalty f up t $25 millin. Illegal Tipping. Federal securities laws impse liability n any persn wh tips (the tipper ), r cmmunicates material, nn-public infrmatin t anther persn r entity (the tippee ), wh then trades n the basis f the infrmatin. Penalties may apply regardless f whether the tipper derives any benefits frm the tippee s trading activities. Preventin f Insider Trading and Tipping by Others. The Cmpany, its directrs, fficers and sme supervisry persnnel as designated frm time t time by the Chief Legal Officer, culd be deemed cntrlling persns under the federal securities laws and therefre subject t ptential liability fr insider trading (including tipping) based n anther persn s vilatins. Accrdingly, it is imprtant fr these persnnel t maintain an awareness f pssible insider trading vilatins by persns under their cntrl and t take measures where apprpriate t prevent such vilatins. Directrs, fficers and ther supervisry persnnel wh becme aware f a ptential vilatin f the insider trading prhibitins and/r vilatin f this Plicy shuld immediately advise the Chief Legal Officer and must take steps where apprpriate t prevent persns under their supervisin frm misusing material, nnpublic infrmatin regarding the Cmpany r any ther cmpany r entity cvered by this Plicy. Cmmunicatins in vilatin f Regulatin FD (discussed in greater detail in Sectin VIII f this Plicy) may expse the Cmpany t liability fr material misstatements. Additinally, any Cmpany Persnnel wh makes an unauthrized selective disclsure f material, nn-public infrmatin t an analyst, investr r ther persn utside the Cmpany culd ptentially be held liable fr illegal tipping if the recipient f the infrmatin trades in Cmpany securities. If the SEC views a vilatin f this Plicy as causing the Cmpany t vilate Regulatin FD, the Cmpany may be subject t an SEC enfrcement actin. This culd ccur if the Cmpany is unable t persuade the SEC that the cmmunicatin was unauthrized and/r therwise cntrary t this Plicy. In additin, the persn making the cmmunicatin might be sued by the SEC as a cause f the Cmpany s Regulatin FD vilatin. Cmpany-Impsed Sanctins. Failure t cmply with this Plicy may subject Cmpany Persnnel t Cmpany-impsed sanctins, including dismissal fr cause, regardless f whether the failure t cmply results in a vilatin f law. III. MATERIALITY AND PUBLIC DISSEMINATION The insider trading laws and Regulatin FD use the same cncept f materiality, and a similar cncept f when infrmatin becmes public. These cncepts are discussed belw. 4

5 What is Material Infrmatin? Material infrmatin is any infrmatin that a reasnable investr wuld cnsider imprtant in making a decisin t buy, hld, r sell securities. Any infrmatin that culd be expected t affect the Cmpany s stck price, whether it is psitive r negative, shuld be cnsidered material. There is n bright-line standard fr assessing materiality; rather, materiality is based n an assessment f all f the facts and circumstances, and is ften evaluated by enfrcement authrities with the benefit f hindsight. Sme examples f infrmatin that rdinarily wuld be regarded as material include: Prjectins f future earnings r lsses, r ther earnings guidance; Earnings that are incnsistent with the cnsensus expectatins f the investment cmmunity; Changes t previusly annunced earnings guidance, r the decisin t suspend earnings guidance; The ptential r actual gain r lss f a significant custmer, supplier, r purchase rder; A pending r prpsed jint venture and distributin agreements; A pending r prpsed merger, acquisitin r tender ffer; Cmpany restructuring; A pending r prpsed acquisitin r dispsitin f a significant asset; Brrwing activities (ther than in the rdinary curse); A change in dividend plicy, the declaratin f a stck split, r an ffering f additinal securities; Litigatin, whether pending r threatened, r the reslutin f such litigatin; Significant related party transactins; The establishment f a repurchase prgram fr Cmpany securities; A change in the Cmpany s pricing r cst structure; Majr marketing changes; A change in auditrs r ntificatin that the auditr s reprts may n lnger be relied upn; Develpment f a significant new prduct, prcess, r service; Impsitin f a ban n trading in Cmpany securities r the securities f anther cmpany; A change in senir management; and Impending bankruptcy r the existence f severe liquidity prblems. If yu have any questin as t whether infrmatin is material, err n the side f cautin and direct an inquiry t the Legal Department. When Infrmatin Is Public? Infrmatin that has nt been disclsed t the public is generally cnsidered t be nn-public infrmatin. In rder t establish that the infrmatin has been disclsed t the public, it may be necessary t demnstrate that the infrmatin has been widely disseminated. Infrmatin is generally cnsidered widely disseminated if it has been disclsed thrugh the Dw Jnes brad tape, newswire services, a bradcast n widely-available radi r televisin prgrams, publicatin in a widely-available 5

6 newspaper, magazine r news website, r public disclsure dcuments filed with the SEC that are available n the SEC s website. By cntrast, infrmatin wuld likely nt be cnsidered widely disseminated if it is available nly t the Cmpany s emplyees, r if it is nly available t a select grup f analysts, brkers and institutinal investrs. Once infrmatin is widely disseminated, the investing public must still be prvided with sufficient time t absrb the infrmatin. As a general rule, infrmatin shuld nt be cnsidered fully absrbed by the marketplace until after the secnd business day after the day n which the infrmatin is released. If, fr example, the Cmpany were t make an annuncement n a Mnday, yu shuld nt trade in Cmpany securities until Thursday. Depending n the particular circumstances, the Cmpany may determine that a lnger r shrter perid shuld apply t the release f specific material nn-public infrmatin. If yu have any questin as t whether infrmatin is publicly available, err n the side f cautin and direct an inquiry t the Legal Department. IV. ADDITIONAL RESTRICTIONS ON SECURITIES TRANSACTIONS All Designated Persns are subject t the Blackut Perids and Pre-Clearance restrictins described in this Sectin IV: The fllwing are Designated Persns fr the purpses f this Plicy: All directrs f Papa Murphy s Hldings, Inc. All executive fficers f Papa Murphy s Hldings, Inc. Family Members and Cntrlled Entities f the abve. Such ther designated emplyees and cnsultants as may be designated frm time t time by the Cmpany s Legal Department (designated individuals will be identified and cntacted thrugh a separate memrandum). Blackut Perids Designated Persns may nt buy r sell Cmpany Securities during the fllwing perids ( Blackut Perids ): The perid in any fiscal quarter cmmencing n the fifteenth day f the third calendar mnth (i.e., March 15, June 15, September 15 and December 15) and ending after the secnd full business day after the date f public disclsure f the financial results fr such fiscal quarter r year. If public disclsure ccurs n a Trading Day befre the markets clse, then such date f disclsure shall nt be cnsidered the first Trading Day with respect t such public disclsure; r Any ther perid designated in writing by the Chief Legal Officer. The Blackut Perid s purpse is t help avid any imprper transactins. All directrs and fficers, and designated emplyees and cnsultants, must cmply with the Blackut Perid. Specific exceptins may 6

7 be made, with apprval, when Cmpany Persnnel is nt aware f material nn-public infrmatin, persnal circumstances warrant the exceptin, and the exceptin wuld nt therwise cntravene the law r the purpses f this Plicy. Any request fr exceptin must be directed t the Cmpany s Legal Department. The safest perid fr trading in the Cmpany s securities, assuming the absence f material nn-public infrmatin, is generally the first ten trading days fllwing the end f the Blackut Perid. The Blackut Perids are particularly sensitive perids and particular attentin must be made t ensure that transactins in the Cmpany s securities are made in accrdance with applicable laws. This is because Cmpany Persnnel will, as any quarter prgresses, be increasingly likely t be aware f material nn-public infrmatin abut the expected financial results fr the quarter. Frm time t time, the Cmpany may impse, at a time utside f a Blackut Perid, a perid that Cmpany Persnnel and thers are suspended frm trading because f develpments knwn t the Cmpany and nt yet disclsed t the public. In such an event, such persns are advised nt t engage in any transactin invlving the purchase r sale f the Cmpany s securities during such perid and shuld nt disclse t thers the fact f such suspensin f trading. Trading in the Cmpany s securities utside the Blackut Perid shuld nt be cnsidered a safe harbr, and all Cmpany Persnnel shuld use gd judgment at all times. Mandatry Pre-Clearance All Designated Persns, must clear their trades in Cmpany Securities befre the trade may ccur. Any Designated Persn seeking t pre-clear a trade in the Cmpany stck (r ther security) must ntify the Legal Department in writing f the desire t cnduct a trade at least tw business days befre the date f the prpsed transactin. The request fr pre-clearance must, describe the intended trade, state the date n which the prpsed transactin will ccur, and identify the brker-dealer r any ther investment prfessinal respnsible fr executing the trade. If, after receiving pre-clearance, the transactin des nt ccur n the date prpsed, the requestr must reinstitute the pre-clearance prcess. The Legal Department is bligated t infrm the requesting individual f a decisin with respect t the request as sn as pssible after cnsidering all the circumstances relevant t a determinatin. Once the Legal Department has respnded t a request, a written recrd f the request and the decisin must be prepared and filed in the Cmpany s recrds. Pre-clearance requests will nt be granted during any Blackut Perids. The Chief Legal Officer may exercise discretin in determining whether t alert the requestr f the reasn(s) fr denial f preclearance, whether based n the pendency f a Blackut Perid r any ther reasn. Even if apprval t trade pursuant t the pre-clearance prcess is btained in writing, r pre-clearance is nt required fr a particular transactin under this sectin f this Plicy, (see belw), the requestr (and/r any ther related Cvered Persn) may NOT trade in the Cmpany s r ther securities if aware f material, nn-public infrmatin abut the Cmpany r any f the cmpanies cvered by this Plicy. This Plicy des nt require pre-clearance f transactins in any ther cmpany s securities unless therwise indicated in writing by the Legal Department. 7

8 Within ne business day f cmpleting any purchase r sale f Cmpany securities that has been precleared, either the persn receiving pre-clearance r that persn s brker-dealer (r ther agent effecting the transactin n the persn s behalf (r n behalf f any related Cvered Persn) shuld deliver t the Legal Department a cpy f dcumentatin cnfirming such transactins. This Plicy des nt require submissins f cnfirmatins f transactins in ther cmpanies securities unless therwise indicated in writing by the Legal Department. Pre-clearance is nt required fr the fllwing transactins in Cmpany securities: purchases r sales f securities thrugh any tax-qualified emplyee benefit plan f the Cmpany; [transactins effected in accrdance with a written trading plan r arrangement that has been prperly established by a directr r executive fficer under SEC Rule 10b5-1(c) this means in cmpliance with all terms and cnditins f the Rule, and with the prir apprval f the Legal Department. A persn desiring t prperly t establish a 10b5-1 trading plan within the meaning f this Plicy, shuld submit the draft plan t the Legal Department fr apprval n less than tw weeks befre the persn intends t, r the plan therwise cntemplates a, trade thereunder. Such a plan may nt be established during a Blackut Perid r any ther time during which the persn is aware f any material, nn-public infrmatin regarding the Cmpany. A request pre-clearance must als be submitted fr any mdificatin r terminatin f any such plan nce established. EVEN AT TIMES THAT FALL OUTSIDE THE BLACKOUT PERIOD OR IF APPROVAL TO TRADE PURSUANT TO THE PRE-CLEARANCE PROCESS IS OBTAINED OR NOT REQUIRED UNDER CERTAIN SECTIONS OF THIS POLICY, ANY PERSON THAT IS AWARE OF MATERIAL NON-PUBLIC INFORMATION CONCERNING THE COMPANY SHOULD NOT ENGAGE IN ANY TRANSACTIONS IN THE COMPANY SECURITIES, OTHER THAN AS MAY BE EXPRESSLY PROVIDED IN THIS POLICY. V. PROHBITED TRANSACTIONS The Cmpany cnsiders it imprper and inapprpriate fr Cmpany Persnnel t engage in shrt-term r speculative transactins in the Cmpany s securities. It therefre is the Cmpany s plicy that Cmpany Persnnel may nt engage in any f the fllwing transactins: Shrt-term Trading: Cmpany Persnnel s shrt-term trading f the Cmpany s securities may be distracting and may unduly fcus n the Cmpany s shrt-term stck market perfrmance instead f the Cmpany s lng-term business bjectives. Fr these reasns, Cmpany Persnnel wh purchase Cmpany securities in the pen market may nt sell any Cmpany securities f the same class during the six mnths fllwing the purchase. Nte that shares purchased thrugh either the Cmpany s emplyee stck purchase plan r the emplyee stck ptin plan are nt subject t this restrictin. Shrt Sales: Shrt sales f the Cmpany s securities evidence an expectatin n the part f the seller that the securities will decline in value, and therefre signal t the market that the seller has n cnfidence in the Cmpany r its shrt-term prspects. In additin, shrt sales may reduce the seller s 8

9 incentive t imprve the Cmpany s perfrmance. Fr these reasns, shrt sales f the Cmpany s securities are prhibited by this Plicy. In additin, Sectin 16(c) f the Exchange Act prhibits directrs and fficers frm engaging in shrt sales. Publicly Traded Optins: A transactin in ptins is, in effect, a bet n the shrt-term mvement f the Cmpany s stck and therefre creates the appearance that trading is based n inside infrmatin. Transactins in ptins als may fcus attentin n shrt-term perfrmance at the expense f the Cmpany s lng-term bjectives. Accrdingly, transactins in puts, calls r ther derivative securities, n an exchange r in any ther rganized market, are prhibited by this Plicy. (Optin psitins arising frm certain types f hedging transactins are gverned by the sectin belw captined Hedging Transactins. ) Hedging Transactins: Certain frms f hedging r mnetizatin transactins, such as zer-cst cllars and frward sale cntracts, allw Cmpany Persnnel t lck in much f the value f his r her stck hldings, ften in exchange fr all r part f the ptential fr upside appreciatin in the stck. These transactins allw Cmpany Persnnel t cntinue t wn the cvered securities, but withut the full risks and rewards f wnership. When that ccurs, Cmpany Persnnel may n lnger have the same bjectives as the Cmpany s ther sharehlders. Therefre, Cmpany Persnnel are prhibited frm engaging in such transactins. Any persn wishing t enter int such an arrangement must first preclear the prpsed transactin with the Legal Department. Any request fr pre-clearance f a hedging r similar arrangement must be submitted t the Legal Department at least tw weeks prir t the prpsed executin f dcuments evidencing the prpsed transactin and must set frth a justificatin fr the prpsed transactin. Margin Accunts: Cmpany Persnnel wh are subject t mandatry pre-clearance f securities transactins under this Plicy may nt hld any Cmpany stck r ther securities subject t this Plicy in margin accunts. Standing and Limit Orders: Standing and limit rders (except standing and limit rders under apprved Rule 10b5-1 trading plans) create heightened risks fr insider trading vilatins similar t the use f margin accunts. There is n cntrl ver the timing f purchases r sales that result frm standing instructins t a brker, and as a result the brker culd execute a transactin when a directr, fficer r ther emplyee is in pssessin f material nn-public infrmatin. The Cmpany therefre discurages placing standing r limit rders n Cmpany securities. If a persn subject t this Plicy determines that they must use a standing rder r limit rder, the rder shuld be limited t shrt duratin and shuld therwise cmply with the restrictins and prcedures utlined in this Plicy. VI. TRANSACTIONS UNDER COMPANY PLANS This Plicy des nt apply in the case f the fllwing transactins, except as specifically nted: Stck Optin Exercises: This Plicy des nt apply t the exercise f an emplyee stck ptin acquired pursuant t the Cmpany s plans, r t the exercise f a tax withhlding right pursuant t which a persn has elected t have the Cmpany withhld shares subject t an ptin t satisfy tax withhlding 9

10 requirements. This Plicy des apply, hwever, t any sale f stck as part f a brker-assisted cashless exercise f an ptin, r any ther market sale fr the purpse f generating the cash needed t pay the exercise price f an ptin. Restricted Stck Awards: This Plicy des nt apply t the vesting f restricted stck, r the exercise f a tax withhlding right pursuant t which yu elect t have the Cmpany withhld shares f stck t satisfy tax withhlding requirements upn the vesting f any restricted stck. The Plicy des apply, hwever, t any market sale f restricted stck. 401(k) Plan: This Plicy des nt apply t purchases f Cmpany securities in the Cmpany s 401(k) plan resulting frm yur peridic cntributin f mney t the plan pursuant t yur payrll deductin electin. This Plicy des apply, hwever, t certain electins yu may make under the 401(k) plan, including: (a) an electin t increase r decrease the percentage f yur peridic cntributins that will be allcated t the Cmpany stck fund; (b) an electin t make an intra-plan transfer f an existing accunt balance int r ut f the Cmpany stck fund; (c) an electin t brrw mney against yur 401(k) plan accunt if the lan will result in a liquidatin f sme r all f yur Cmpany stck fund balance; and (d) an electin t pre-pay a plan lan if the pre-payment will result in allcatin f lan prceeds t the Cmpany stck fund. Emplyee Stck Purchase Plan: This Plicy des nt apply t purchases f Cmpany securities in any emplyee stck purchase plan resulting frm yur peridic cntributin f mney t the plan pursuant t the electin yu made at the time f yur enrllment in the plan. This Plicy als des nt apply t purchases f Cmpany securities resulting frm lump sum cntributins t the plan, prvided that yu elected t participate by lump sum payment at the beginning f the applicable enrllment perid. This Plicy des apply, hwever, t yur electin t participate in the plan fr any enrllment perid, and t yur sales f Cmpany securities purchased pursuant t the plan. Dividend Reinvestment Plan: This Plicy des nt apply t purchases f Cmpany securities under any Cmpany dividend reinvestment plan resulting frm yur reinvestment f dividends paid n Cmpany securities. This Plicy des apply, hwever, t vluntary purchases f Cmpany Securities resulting frm additinal cntributins yu chse t make t such dividend reinvestment plan, and t yur electin t participate in the plan r increase yur level f participatin in the plan. This Plicy als applies t yur sale f any Cmpany securities purchased pursuant t such plan. Other Similar Transactins: Any ther purchase f Cmpany securities frm the Cmpany r sales f Cmpany securities t the Cmpany are nt subject t this Plicy. VII. TRANSACTIONS NOT INVOLVING A PURCHASE OR SALE Bna fide gifts are nt transactins subject t this Plicy, unless the persn making the gift has reasn t believe that the recipient intends t sell the Cmpany Securities while aware f material nn-public infrmatin, r the persn making the gift is subject t the trading restrictins specified in this Plicy and the sales by the recipient f the Cmpany securities ccur during a blackut perid. Further, 10

11 transactins in mutual funds that are invested in Cmpany securities are nt transactins subject t this Plicy. VII. POST-TERMINATION TRANSACTIONS The Plicy cntinues t apply t yur transactins in Cmpany securities even after yur terminatin f service t the Cmpany (ther than the pre-clearance and trading prhibitins during a Blackut Perid, which will cease t apply upn the expiratin f any Blackut Perid applicable at the time f the terminatin f service). If yu are aware f material nn-public infrmatin when yur emplyment terminates, yu may nt trade in Cmpany securities until that infrmatin has becme public r is n lnger material. VIII. PROCEDURES FOR COMMUNICATIONS WITH THE PUBLIC General Cnsideratins The Cmpany is barred by Regulatin FD t frm making any selective disclsure f material nn-public infrmatin utside the Cmpany except as therwise permitted by that regulatin. Cmpany Persnnel may nt disclse infrmatin t anyne utside the Cmpany, including analysts, sharehlders, jurnalists r any media utlet, family members and friends, ther than in accrdance with this Plicy. Cmpany Persnnel als may nt discuss the Cmpany s business in an internet chat rm r similar internet-based frum. The Cmpany has established prcedures fr releasing material infrmatin in a manner that is designed t achieve brad public disseminatin f the infrmatin immediately upn its release. Authrized Spkespersns Senir fficials f the Cmpany, r any ther directr, fficer, emplyee r agent f the Cmpany wh regularly cmmunicates with investrs and/r securities prfessinals, may be deemed t be persns acting n behalf f the Cmpany fr purpses f Regulatin FD. Cmpany Persnnel may therefre subject the Cmpany t pssible SEC enfrcement actin fr vilatin f Regulatin FD if Cmpany Persnnel rally, r in writing (including by ), cmmunicate material, nn-public infrmatin t market prfessinals and investrs in situatins where the Cmpany has nt either previusly, r simultaneusly, released that infrmatin t the public pursuant t ne r mre f the fllwing methds: Frm 8-K r ther dcument filed with, r submitted t, the SEC; A press release; r A cnference call r webcast f such call that is pen t the public at large (albeit slely n a listen-nly basis where an authrized spkespersn deems it apprpriate), and has been the subject f adequate advance ntice within the meaning f Regulatin FD. The Cmpany limits the number f spkespersns authrized t cmmunicate n behalf f the Cmpany with any persn r entity utside the Cmpany bth t ensure cmpliance with Regulatin 11

12 FD and therwise t prtect the cnfidentiality f sensitive business r financial infrmatin regarding the Cmpany. Accrdingly, the Cmpany has designated the Chief Executive Officer, the Chief Financial Officer and any investr relatins firm designated by the Chief Executive Officer as the sle authrized spkespersns fr the Cmpany. These fficers typically lead r participate in the presentatins at the Cmpany s quarterly earnings r ther cnference calls. Frm time t time, ther emplyees r members f the Bard f Directrs may be designated by authrized spkespersns t respnd t specific inquiries r t make specific presentatins t the investment cmmunity as necessary r apprpriate, in which case they t shall be deemed authrized spkespersns fr purpses f this Plicy. All inquiries regarding the Cmpany r its securities made by any persn r entity utside the Cmpany, including but nt limited t securities analysts, members f the media, existing sharehlders and/r debthlders and ptential investrs (except in the cntext f planned and authrized presentatins) with regard t the Cmpany s business peratins r prspects as well as the Cmpany s financial cnditin, results f peratins, r any develpment r plan affecting the Cmpany, shuld be referred immediately and exclusively t an authrized spkespersn. Inadvertent Disclsure Shuld Cmpany Persnnel becme aware f facts suggesting that material, nn-public infrmatin may have been cmmunicated in vilatin f this Plicy t a securities prfessinal, an investr r ptential investr, r the press regardless f whether ral, written r electrnic (e.g., , Internet chat rm, etc.), such Cmpany Persnnel shuld ntify the Legal Department immediately. In certain circumstances, steps can be taken prmptly upn discvery f the selective disclsure t prtect bth the Cmpany and the persn respnsible fr that cmmunicatin. Advance Review f Speeches and Presentatins Whenever practicable, the Cmpany will encurage investr and analyst cnferences in which Cmpany Persnnel participate t be pen t the public and simultaneusly webcast. If nt expressly authrized by this Plicy, Cmpany Persnnel must btain authrizatin t participate in that presentatin frm an authrized spkespersn. Any planned r pre-scripted prtins f any cnference presentatin t be given regarding the Cmpany shuld be reviewed in advance by at least ne authrized spkespersn. If the cnference is nt pen t the public, cnsideratin shuld be given t apprpriate public disseminatin f the material t be presented. Special care shuld be taken in the case f statements made in the cntext f infrmal r ne-n-ne meetings with analysts r investrs t avid the inadvertent disclsure f material, nn-public infrmatin. Respnding t Rumrs Rumrs and media reprts cncerning the business and affairs f the Cmpany may circulate frm time t time. It is the Cmpany s general plicy nt t cmment upn such rumrs and/r t publish crrectins abut inaccurate r incmplete media statements. Cmpany Persnnel shuld nt 12

13 cmment upn r respnd t such rumrs and/r media reprts. Requests fr cmments r respnses shuld be referred t an authrized spkespersn. Brad, Public Disseminatin It is the Cmpany s plicy t disseminate material infrmatin bradly thrughut the marketplace. In disclsing material infrmatin, the Cmpany fllws a regimen intended t disseminate the news bradly. Specifically, the Cmpany has a plicy f disclsing infrmatin t the public pursuant t any r all f the means described abve in the sectin abve captined Authrized Spkespersns. Material infrmatin shuld nt be disclsed initially in investr frums t which access may be limited (such as investr cnferences and ne-n-ne meetings with investrs r analysts). Such limited disclsure can create an unfair advantage fr such persns, and put the Cmpany at risk f being charged with a vilatin f Regulatin FD r the anti-tipping prvisins f the insider trading laws. Material infrmatin must be disseminated bradly befre r as it is discussed with any investr r analyst. IX. COMPANY ASSISTANCE The Legal Department will administer this Plicy. Accrdingly, any persn wh has a questin abut this Plicy r its applicatin t any prpsed transactin may btain additinal guidance frm the Legal Department. Ultimately, hwever, the respnsibility fr adhering t this Plicy and aviding unlawful transactins rests with the individual Cmpany Persnnel. X. CERTIFICATIONS UNDER THE POLICY Each f the Cmpany Persnnel subject t this Plicy must certify initially and n a regular basis that such individual has read and is in cmpliance with this Plicy and will abide by the prvisins set frth herein in the future. The Legal Department will be respnsible fr circulating certificatins at least annually. 13

14 CERTIFICATION I,, certify that I have received, read and understd the attached Plicy n Insider Trading and Cmmunicatins with the Public. I further certify that I am in cmpliance with, and will cntinue t adhere t, the plicies and prcedures set frth therein and understand that my failure s t adhere culd subject me t dismissal frm the Cmpany r remval frm the Bard fr cause. Date:, 20 Signature 14

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