Regulation BTR
 
Rule 101 Prohibition of Insider Trading During Pension Fund Blackout
Periods
a. Except
to the extent otherwise provided in paragraph (c) of this section, it is unlawful under
section 306(a)(1) of
the Sarbanes-Oxley Act of 2002 for any director or executive officer of
an issuer of any equity security (other than an exempt security), directly
or indirectly, to purchase, sell or otherwise acquire or transfer any
equity security of the issuer (other than an exempt security) during any
blackout period with respect to such equity security, if such director
or executive officer acquires or previously acquired such equity security
in connection with his or her service or employment as a director or executive
officer.
b. For
purposes of section
section 306(a)(1) of the Sarbanes-Oxley Act of 2002, any sale
or other transfer of an equity security of the issuer during a blackout
period will be treated as a transaction involving an equity security "acquired
in connection with service or employment as a director or executive officer"
(as defined in Rule
100(a) of Regulation BTR) to the extent that the director or executive
officer has a pecuniary interest (as defined in Rule 100(l)) in such equity security, unless the director or executive
officer establishes by specific identification of securities that the
transaction did not involve an equity security "acquired in connection
with service or employment as a director or executive officer." To
establish that the equity security was not so acquired, a director or
executive officer must identify the source of the equity securities and
demonstrate that he or she has utilized the same specific identification
for any purpose related to the transaction (such as tax reporting and
any applicable disclosure and reporting requirements).
c.
The following transactions
are exempt from section 306(a)(1) of the Sarbanes-Oxley Act of 2002:
1. Any
acquisition of equity securities resulting from the reinvestment of dividends
in, or interest on, equity securities of the same issuer if the acquisition
is made pursuant to a plan providing for the regular reinvestment of dividends
or interest and the plan provides for broad-based participation, does
not discriminate in favor of employees of the issuer and operates on substantially
the same terms for all plan participants;
2. Any
purchase or sale of equity securities of the issuer pursuant to a contract,
instruction or written plan entered into by the director or executive
officer that satisfies the affirmative defense conditions of Rule 10b5-1(c); provided that the director or executive officer did not
enter into or modify the contract, instruction or written plan during
the blackout period (as defined in Rule 100(b)) in question, or while
aware of the actual or approximate beginning or ending dates of that blackout
period (whether or not the director or executive officer received notice
of the blackout period as required by Section 306(a)(6) of the Sarbanes-Oxley
Act of 2002;
3. Any
purchase or sale of equity securities, other than a Discretionary Transaction
(as defined in Rule 16b-3(b)(1)), pursuant to a Qualified Plan (as defined in Rule 16b-3(b)(4)),
an Excess Benefit Plan (as defined in Rule 16b-3(b)(2)) or a Stock Purchase
Plan (as defined in Rule 16b-3(b)(5)) (or, in the case of a foreign private
issuer, pursuant to an employee benefit plan that either (i) has been
approved by the taxing authority of a foreign jurisdiction, or (ii) is
eligible for preferential treatment under the tax laws of a foreign jurisdiction
because the plan provides for broad-based employee participation); provided
that a Discretionary Transaction that meets the conditions of paragraph
(c)(2) of this section also shall be exempt;
4.
Any grant or award
of an option, stock appreciation right or other equity compensation pursuant
to a plan that, by its terms:
i. Permits
directors or executive officers to receive grants or awards; and
ii.
Either:
A. States
the amount and price of securities to be awarded to designated directors
and executive officers or categories of directors and executive officers
(though not necessarily to others who may participate in the plan) and
specifies the timing of awards to directors and executive officers; or
B. Sets
forth a formula that determines the amount, price and timing, using objective
criteria (such as earnings of the issuer, value of the securities, years
of service, job classification, and compensation levels);
5.
Any exercise, conversion
or termination of a derivative security that the director or executive
officer did not write or acquire during the blackout period (as defined
in Rule 100(b)) in question, or while aware of the actual or approximate beginning
or ending dates of that blackout period (whether or not the director or
executive officer received notice of the blackout period as required by
Section 306(a)(6) of the Sarbanes-Oxley Act of 2002); and either:
i. The
derivative security, by its terms, may be exercised, converted or terminated
only on a fixed date, with no discretionary provision for earlier exercise,
conversion or termination; or
ii. The
derivative security is exercised, converted or terminated by a counterparty
and the director or executive officer does not exercise any influence
on the counterparty with respect to whether or when to exercise, convert
or terminate the derivative security;
6. Any
acquisition or disposition of equity securities involving a bona fide
gift or a transfer by will or the laws of descent and distribution;
7. Any
acquisition or disposition of equity securities pursuant to a domestic
relations order, as defined in the Internal Revenue Code or Title I of
the Employment Retirement Income Security Act of 1974, or the rules thereunder;
8. Any
sale or other disposition of equity securities compelled by the laws or
other requirements of an applicable jurisdiction;
9. Any acquisition or disposition of equity securities
in connection with a merger, acquisition, divestiture or similar
transaction occurring by operation of law;
10. The
increase or decrease in the number of equity securities held as a result
of a stock split or stock dividend applying equally to all securities
of that class, including a stock dividend in which equity securities of
a different issuer are distributed; and the acquisition of rights, such
as shareholder or pre-emptive rights, pursuant to a pro rata grant to
all holders of the same class of equity securities; and
11. Any acquisition or disposition of an asset-backed security, as
defined in § 229.1101 of this chapter.
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