can insiders trade optionscan insiders trade options – General Information
Federal securities laws prevent persons who have access to material information that has not been widely disclosed to the public, absorbed, and evaluated (commonly referred to as “nonpublic material info”) from doing the following: (1) transacting with Business values; or (2) disclose material non-public information to allow others to trade in it (“passing the data”). As an employee or member of the Board of Directors (“Board of Directors”), you may access material non-public information.
If you transact in Company securities with access to material non-public information or if you pass the information on, you, and possibly the Company, may be subject to private lawsuits for damages or civil or criminal proceedings by law enforcement authorities. Federal or state. In general, the liability derived from such violations is usually significant. For example, the United States Securities and Exchange Commission (“SEC”) is authorized to seek civil damages of up to three times the benefit obtained or loss avoided through the misuse of inside information.
This policy applies to all employees and members of the Board of Directors during their period of employment or management with the Company and any period after their work or administration with the Company while such persons possess material non-public information of the Company.
When discussing Company-related matters, employees and members of the Board of Directors (the “Board of Directors”) must adhere to the following parameters:
1. Topics that may be discussed include
(a) Information that has available and widely disseminated,
such as that included in the Company’s annual report to stockholders, reports on Forms 8-K, 10-K, and 10-Q, as well as in declarative information and in press releases, provided that the topics covered are limited to material that has available and disseminated.
(b) General industry and economic trends, to the extent that this is not Company-specific information.
(c) Irrelevant routine aspects of the Company’s business, including products, plants, employees, customers and production.
Requests and queries from investors, analysts, the press or other outsiders should directed to the Company’s Vice President of Investor Relations or General Counsel (referred to as “Monitor” individually and “Monitors” collectively).
- You may not deliberate outside the Company any material non-public information of the Company. Generally, “material” information is information that would be of value to a reasonable investor in making an investment decision related to Company securities. Determining whether the information is relevant or not is a subjective action; therefore, employees should discuss this issue with a Monitor or other designated Company personnel in the event of any doubt as to whether or not it is relevant information
can insiders trade options
Prohibitions and Trading Guidelines
You may not buy or sell Company securities while possessing material non-public information. For the Board of Directors and those persons designated as officers for the purposes of article 16 of the Securities Market Law of 1934 (the “Market Law”) and the regulations derived from that place (“Executive Officers”), these transactions require prior approval from the Company as described below in “Additional Rules Applicable to Form 4 Applicants”.
Paragraphs 1 and 3 apply to all employees and the Board of Directors. Sections 4 through 7 below apply only to employees at the management level and above, other employees designated from time to time by a Monitor as potential holders of material non-public information (collectively “Designated Employees”) and the Board of Directors.
ALL EMPLOYEES AND MEMBERSHIPS OF THE BOARD OF DIRECTORS
- Itstrictly prohibited to transact in Company securities if you are aware of material non-public information about the Company. Transactions in Company securities not permitted until the close of the first full business day after the public disclosure of material non-public information. Over-all, information “public” if it has widely disclosed to the public, for example, through major news agencies or through a filing with the SEC. If you unsure whether information has been publicly disclosed, please consult with a Monitor.
- Good faith gifts of Company securities generally excluded from the restrictions of this policy; however, such facilities must declared by executive officers and the Board of Directors and therefore subject to pre-transaction review as outlined in the “Additional Rules Applicable to Form 4 Applicants ”.
- Employees and members of the Board of Directors prohibited from hedging the economic risk of their ownership of the Company’s securities, including through short sales, call and put options or other derivatives such as swaps ), term and future sales about our shares, as well as the pledge of shares of the Company, prohibited.
DESIGNATED EMPLOYEES AND BOARD OF DIRECTORS:
- Trading in Company securities prohibited beginning four (4) weeks before the end of any fiscal quarter and through the close of the first full business day after the public release of the Company’s quarterly or annual financial results ( the “restriction period”).
The Board of Directors and senior employees of the Company will be deemed to have knowledge of material non-public information, even if they did not. Such Designated Employees, Executive Officers and members of the Board of Directors may not disclose to any other person (including any other employee) that the restriction period has imposed due to a specific event.
- The Board of Directors and designated employees not prohibited from exercising stock options during any of the above periods. Still, the possibilities must realized through a cash payment of the strike price and withholding taxes, and the shares received may not traded during the period in which trading is prohibited. Executive Captains and members of the Board of Directors must obtain prior authorization for the exercise of an election, even if the acquired shares not sold. They must timely file Form 4 to report such activity (see below “Additional Rules Applicable to Form 4 applicants”).
- During the blackout periods, the acquisition of Company securities under the Company’s Employee Stock Purchase Plan or any 401(k) plan sponsored by the Business or any of its subsidiaries not prohibited under a current choice. However, the Board of Directors and Designated Employees may not change their election or enrollment in the Company’s Employee Stock Purchase Plan or any other 401(k) plan during a blackout period or when said person has relevant information that is not public.
can insiders trade options
Rule 10b5-1 Plans.
Rule 10b5-1 of the Securities Market Law provides a substantive defence against an insider trading lawsuit if an insider’s transactions conducted by a written plan that taken in good faith at a time when the person had no knowledge of the inside information. Company policy is that employees and members of the Board of Directors may conduct business under a Rule 10b5-1 plan provided that such project complies with the provisions of the Supplementary Policy on the Use of 10b5-1 Plans.
Additional Rules Applicable to Form 4 Applicants.
Article 16 of the Securities Market Law of 1934 applies to all members of the Board of Directors, Executive Majors and their family members (“insiders”). Section 16(b) offers that the Company may recover any short-term gains made by an insider from any combination of purchase and sale or sale and purchase of Company securities within six months. In addition, the Company cannot waive its right to recover this “profit”. Liability strictly enforced under section 16(b), regardless of intent, possession or use of material non-public information.
Section 16(a) requires the Board of Directors and Executive Officers to file reports with the SEC on most transactions in the Company’s securities within two (2) business days after the completion of each transaction. Reportable transactions generally include any change in ownership, including the grant of options, the license of shares, or the exercise of options.
can insiders trade options
To avoid liabilities arising from section 16(b) and to assist in the timely reporting of transactions under section 16(a), we require that persons possessing inside information comply with the following guidelines:
- Before executing any transaction with Company securities, members of the Board of Directors and Executive Officers must obtain prior authorization from a Monitor. This pre-transaction review also serves to help ensure compliance with Rule 144 (which sets forth the conditions under which restricted [unregistered] controlling interests may be sold), assist in training required reports, and avoid unintentional breaches of privileged information. In the case of an intention to buy or sell, or information related to a gift, a Monitor must be notified or, in his absence, the Treasury Department at least two (2) business days before carrying out the operation. If a Monitor approves the transaction, An email message to approve the transaction will sent as a response, and the transaction must completed within 48 hours. If relevant non-public information becomes known before the trade executed
- Preparation of the requested reports.
- While the Company will assist the employee in preparing and filing the Forms 4 and 5 Reports, the ultimate legal responsibility for the accuracy and filing of these reports rests with the Executive Officer or Director. The Treasury Department will prepare Form 3 once the individual assumes the Director or Executive Officer position. After that, the Treasury Department will prepare Form 4 or Form 5 upon notification that Company securities have acquired or disposed of (including gifts) as determined necessary. The report will submitted electronically to the SEC and signed through a power of attorney where such authority has granted.
Please note that Form 4 reports must submitted within two (2) days of the transaction. Form 5 reports are compulsory to filed within forty-five (45) days after the close of the Company’s fiscal year.
In addition to requesting authorization before the transaction from a Monitor, before proceeding with the acquisition or disposal of any of the Company’s securities, review the following checklist.
(a) If you, or any member of your immediate family, propose a sale, please guarantee that:
(i) neither you nor slightly member of your immediate family has made any purchase of shares of the Company (or securities convertible into shares of the Company) in the last six months; and of what
(ii) no purchases by you or any member of your immediate family anticipated within the next six months.
(b) If you or any member of your immediate family proposes a purchase, make indisputable that:
(i) neither you nor slightly member of your immediate family has made any sale of shares of the Company (or securities convertible into shares of the Company) in the last six months; and of what
(ii) no sales envisioned or required by you or any member of your immediate family within the next six months.
- In addition to the preceding, members of the Board of Directors and Executive Officers must comply with the requirements of Rule 144 when selling Corporation securities. This will include the training and filing of any Form 144 that required. Your broker will help you complete the necessary forms. If in doubt, contact a Monitor.
Notice Regarding Sales Transactions.
The sale of Company shares by Executive Officers and members of the Board of Directors frequently draws the attention of market observers who may misjudge the intent or reason for such a transaction. For this reason, to improve internal communications, a Monitor can inform the General Manager or the Chairman of the Board of Directors about certain sales transactions before they occur and the reason for said sale (if known).