AUBURN NATIONAL
 
BANCORPORATION,
 
INC AND SUBSIDIARIES
EXHIBIT 19.1
INSIDER TRADING POLICY
This
 
is
 
the
 
Insider
 
Trading
 
Policy
 
(the
 
“Policy”)
 
of
 
Auburn
 
National
 
Bancorporation,
 
Inc.,
 
AuburnBank
 
and
 
their
subsidiaries
 
(individually
 
and
 
collectively,
 
the
 
“Company”).
 
This
 
Policy
 
covers
 
all
 
Company
 
(1)
 
employees
 
and
officers,
 
(2) members
 
of the
any Company
Board of Directors
 
(the “Board”),
advisory directors
and
Board observers, and
(3)
consultants
 
or
 
independent
 
contractors
 
whose
 
business
 
relationship
 
with
 
the
 
Company
 
provides
 
access
 
to
 
Material
Nonpublic Information regarding the Company (“Representatives”).
This Policy also applies to (1) any family member who lives in the same
 
household as a person covered by this Policy and
any
 
family
 
members
 
who
 
do
 
not
 
live
 
in
 
your
 
household
 
but
 
whose
 
securities
 
transactions
 
are
 
directed
 
by
 
you
 
or
 
are
subject to your influence
 
and control, such as children
 
away at college or parents
 
or children who consult
 
with you before
they trade, or
 
(2) any person
 
controlled by or under
 
common control with
 
any person described
 
in the preceding
 
sentence
(collectively,
 
“Family Members”).
 
You
 
are responsible for the transactions of your
 
Family Members and any entities that
you influence
 
or control,
 
including any
 
corporations,
 
partnerships, trusts
 
or estates
 
(collectively,
 
with Family
 
Members,
“Related Parties”).
 
You
 
shall inform your
 
Related Parties
 
of the need
 
to confer with
 
you before they
 
trade any
 
Company
Securities
 
and
 
before
 
they
 
trade
 
the
 
securities
 
of
 
any
 
other
 
entity
 
(“Third
 
Party
 
Securities”)
 
about
 
which
 
you
 
have
communicated Material
 
Nonpublic Information
 
that you obtained
 
in the course
 
of your role
 
with the Company.
 
You
 
and
the persons and entities described in the above paragraphs are “Covered Persons
 
”
 
under this Policy.
This Policy
 
applies to
 
all direct
 
and
 
indirect
 
transactions in
 
Company
 
Securities and
 
Third-Party Securities
 
by Covered
Persons.
 
Covered Persons are
 
subject to, and
 
shall comply with
 
this Policy in
 
all capacities, including
 
when acting
 
as an
agent, power of
 
attorney,
 
representative, nominee
 
or fiduciary or
 
otherwise for or
 
on behalf of
 
any other person
 
or entity.
 
Transactions by
 
your Related Parties will
 
be regarded for
 
the purposes of this
 
Policy and the applicable
 
securities laws as
though made by you.
 
The special obligations and liabilities of
 
Section 16 Persons are described in Section
 
III.B. and Article IV below.
 
Various
defined terms used in this Policy are provided in Article VI.
Our
 
Code
 
of
 
Conduct
 
and
 
Ethics
 
requires
 
compliance
 
with
 
this
 
Policy.
 
You
 
are
 
responsible
 
for
 
compliance
 
with
 
this
Policy.
If you have any
 
questions regarding this Policy,
 
please contact the Company’s
 
Shareholder Relations Officer
 
or the Chief
Financial Officer.
I.
Reasons for this Policy
Violators
 
of the
 
U.S. insider
 
trading laws
 
face civil
 
penalties of
 
up to
 
three times
 
the profit
 
gained, or
 
loss avoided,
 
by
reason of
 
their Securities
 
trades.
 
A criminal
 
fine of
 
up to
 
$5 million
 
for individuals
 
(up to
 
$25 million
 
for entities)
 
and
criminal forfeiture, and a
 
term of up to 20
 
years in jail, may be
 
imposed in the event
 
of a willful violation.
 
The Company
and its officers and Board
 
members could also face significant
 
civil penalties for failing to take
 
steps to prevent violations
of the insider trading laws by Company personnel,
 
including penalties of the greater of $1 million or
 
three times the profit
gained
 
or
 
loss
 
avoided
 
as
 
a
 
result
 
of
 
an
 
insider’s
 
violation
 
and
 
a
 
criminal
 
penalty
 
for
 
failing
 
to
 
take
 
adequate
 
steps
 
to
prevent insider
 
trading.
 
Further penalties
 
may be
 
assessed for
 
insider trading
 
under foreign
 
and state
 
securities or
 
“blue
sky” laws (“State Securities Laws”).
In
 
addition,
 
violations
 
of
 
insider
 
trading
 
laws
 
can
 
result
 
in
 
significant
 
expense
 
to
 
the
 
Company
 
in
 
connection
 
with
investigations by
 
bank or securities
 
regulators, or
 
criminal authorities,
 
including the
 
United States Department
 
of Justice.
 
Violations
 
could adversely
 
affect the
 
Company’s
 
reputation and
 
prevent the
 
Company from
 
using or
 
assisting customers
to
 
use
 
SEC
 
Rule
 
506
 
for
 
limited
 
offerings
 
of
 
securities
 
exempt
 
from
 
registration
 
under
 
the
 
Securities
 
Act
 
or
 
require
cautionary disclosures that may discourage investors.
 
The public and the securities markets
 
could lose
 
confidence in
 
the
Company and its securities as a result of violations.
 
These could substantially harm the Company and its shareholders.
II.
Prohibited Insider Trading
 
and Disclosure of Material Nonpublic Information; No Tipping.
All Covered
 
Persons are
 
prohibited from
 
engaging in
 
transactions, including
 
purchases and
 
sales in,
 
and gifts
 
of, any
 
(i)
 
 
 
 
 
 
 
Company
 
Security while
 
in in
 
possession
 
of Material
 
Nonpublic
 
Information
 
about the
 
Company
 
regardless
 
of whether
the
 
Company’s
 
Trading
 
Window
 
is
 
open
 
or
 
closed,
 
or
 
(ii)
 
Third
 
Party
 
Securities
 
while
 
in
 
possession
 
of
 
Material
Nonpublic Information
 
about such issuer
 
that has been
 
obtained by reason
 
of the person’s
 
employment by,
 
or association
with, the Company (individually and collectively,
 
“Insider Trading”).
In
 
addition,
 
all Covered
 
Persons
 
are prohibited
 
from disclosing
 
Material
 
Nonpublic
 
Information
 
about
 
the
 
Company
 
or
any Other Entity (as defined in the next paragraph)
 
that has been obtained by reason of the Covered Person’s
 
employment
by, or
 
association with, the Company,
 
to other persons, including colleagues
 
within the Company,
 
and friends and family.
 
However,
 
Material Nonpublic
 
Information may
 
be disclosed
 
to certain persons
 
for the
 
express purpose
 
of performing
 
an
authorized
 
act
 
or
 
service
 
necessary
 
to
 
the
 
Company
 
in
 
accordance
 
with
 
the
 
Company’s
 
policies,
 
such
 
as
 
to
 
colleagues
within the Company
 
whose jobs require them
 
to have such information
 
and accountants, attorneys and
 
other persons who
hold a duty of trust and confidence with the Company.
 
The other
 
entity (“Other
 
Entity”) may
 
be any
 
other entity
 
with which
 
the Company
 
competes, does
 
business with
 
or
 
is
involved
 
in
 
an
 
existing
 
or
 
potential
 
business
 
relationship
 
or
 
transaction,
 
such
 
as
 
an
 
existing
 
or
 
potential:
 
customer,
borrower,
 
counterparty,
 
strategic
 
partner
 
or
 
joint
 
venturer,
 
and
 
others,
 
including
 
a
 
party
 
to
 
a
 
potential
 
business
combination or important contract.
All
 
Tipping
 
and
 
recommendations
 
about
 
Company
 
Securities
 
or
 
Third-Party
 
Securities
 
by
 
Covered
 
Persons
 
are
prohibited, even if you do not believe that the information, standing
 
alone, is Material or do not know if the information is
Material Nonpublic
 
Information, particularly
 
if the
 
person is
 
offering
 
you anything
 
of value
 
in exchange,
 
including non-
monetary
 
compensation
 
or
 
relationships.
 
Market
 
Professionals
 
employ
many
 
means,
 
including
 
so-called
 
“expert
networks,” to
 
try to extract
 
confidential information
 
from employees at
 
all levels
 
of
 
a
 
company.
 
Do
 
not
 
Tip
 
or
 
provide
Material Nonpublic Information
 
to relatives, friends or
 
other persons or
 
entities – it is
 
illegal even if you
 
get no monetary
benefit, and both you and the tippees will be liable.
Disclosure of
 
Material Nonpublic
 
Information
 
to Market
 
Professionals by
 
authorized
 
persons pursuant
 
to any
 
Company
disclosure policy will not violate this Article II.
III.
Specific Procedures Applicable to All Personnel and Section 16 Persons
The following procedures are also considered part of this
 
Policy and your compliance with these is also required.
A.
General
1.
Trading Windows
 
and Blackout Periods.
In addition to the
 
general prohibition on Insider
 
Trading set forth
 
in this Policy,
 
you must observe the
 
“Blackout Periods”
described below.
 
Periods outside Blackout Periods are “Trading Windows.
 
”
 
Blackout Periods are the following:
a.
 
Covered
 
Persons
 
cannot
 
engage
 
in
 
a
 
transaction
 
in
 
Company
 
Securities
 
from
 
the
 
beginning
 
of
 
the
 
second
week prior to the end
 
of each fiscal quarter through
 
the close of business on
 
the second (2
nd
) full trading day
after the Company’s financial results
 
for such quarter have been publicly disclosed.
b.
 
The
 
Company
 
may
 
provide
 
a
 
“Blackout
 
Notice”
 
at
 
any
 
time,
 
including
 
during
 
a
 
Trading
 
Window,
 
that
 
a
transaction in
 
Company Securities
 
is not
 
permitted in
 
the event
 
of Material
 
Nonpublic Information
 
that has
arisen and
 
exists at
 
that time.
 
Until such
 
Blackout Notice
 
is terminated,
 
you cannot
 
engage in transactions,
including purchases, sales and gifts) in Company Securities.
c.
The
Company’s
 
Chief
 
Executive
 
Officer
 
and
 
Chief
 
Financial
 
Officer,
 
or
 
either
 
of
 
them,
 
have
 
the
 
authority
 
to
impose
 
additional
 
restrictions on
 
trading
 
in Company
 
Securities at
 
any
 
time,
 
including
 
during
 
periods that
would
 
otherwise
 
be
 
Trading
 
Windows,
 
and
 
to
 
apply
 
such
 
additional
 
restrictions
 
and
 
the
 
pre-clearance
process applicable to Section 16 Persons to certain Company
 
officers and employees, who may in the course
of their activities
 
have access to
 
or be exposed
 
to Material Nonpublic
 
Information.
 
In such event,
 
notice of
such additional restrictions will
 
be provided to the
 
affected individuals personally or
 
by e-mail or telephone,
including
 
voicemail.
 
The
 
affected
 
individuals
 
shall
 
not
 
inform
 
any
 
other
 
person
 
of
 
such
 
additional
restrictions.
 
Such notice
 
may be
 
given by
 
the Chief
 
Executive Officer
 
or the
 
Chief Financial
 
Officer,
 
who
may delegate
 
such action
 
to the
 
Shareholder Relations
 
Officer.
 
Nothing herein
 
shall limit
 
or preclude
 
any
additional transfer
 
or other
 
restrictions in
 
any Awards
 
under the
 
2024 Incentive
 
Plan, or
 
which are
 
adopted
 
 
 
 
 
 
 
to
 
comply
 
with
 
any
 
applicable
 
Securities
 
Law,
 
banking
 
law
 
or
 
contractual
 
requirements,
 
including
 
any
lockup agreements.
d.
 
If you
 
have placed
 
a limit
 
order or
 
open instruction
 
to buy
 
or sell
 
Company Securities,
 
you shall
 
terminate
such instructions immediately
 
upon the earliest
 
of (i) the expiration
 
of any trading approval
 
or preclearance,
and (ii) the commencement and during the existence of a Blackout Period or other
 
trading restriction.
2.
 
Preclearance and Approval of Transactions.
a.
 
Preclearance
 
and
 
prior approval
 
by the
 
Company
 
of transactions
 
in Company
 
Securities is
 
not required
 
of
Covered Persons, when effected during times when the Trading
 
Window is open for the Covered Person.
b.
 
All Rule
 
10b5-1 Plans
 
and Non-Rule
 
10b5-1 Trading
 
Arrangements should
 
be adopted,
 
modified, suspended
or terminated
 
only during an
 
open Trading
 
Window which
 
is applicable to
 
that person, and
 
must be approved
by the Company in advance
 
of adoption, modification, suspension
 
or termination, except for certain
 
automatic
transactions expressly
 
approved by
 
the Company
 
as part
 
of the
 
adoption of
 
the Rule
 
10b5-1 Plans
 
and Non-
Rule 10b5-1
 
Trading
 
Arrangements.
 
Transactions
 
made pursuant
 
to previously
 
approved Rule
 
10b5-1 Plans
and
 
Non-Rule
 
10b5-1
 
Trading
 
Arrangements,
 
Award
 
vesting
 
and
 
exercises of
 
Awards
 
that do
 
not involve
 
a
sale other than cashless exercises
 
of options and tax
 
withholding with the Company
 
as provided in Sections 4,
6.a.
 
and
 
6.b.
 
of
 
this
 
Article
 
III
 
do
 
not
 
require
 
pre-approval.
 
Section16
 
Persons
 
are
 
responsible
 
for
 
the
applicable
 
Exchange
 
Act reporting
 
of any
 
such transactions,
 
including
 
on SEC
 
Forms 3,
 
4, 5,
 
and
 
Schedule
13D/G.
c.
 
If a
 
request for
 
pre-clearance is
 
made, it
 
must be
 
submitted to
 
the Chief
 
Financial Officer
 
or Chief
 
Executive
Officer at least two
 
(2) business days in advance of
 
the proposed transaction.
 
The Company has no obligation
to approve a transaction submitted for pre-clearance and may determine
 
not to permit the transaction.
 
If a pre-
clearance
 
request
 
is
 
not
 
approved,
 
the
 
requesting
 
person
 
must
 
refrain
 
from
 
initiating
 
the
 
transaction
 
in
Company Securities and should not inform any other person of the restriction.
d.
 
Any approval
 
or preclearance
 
of a
 
transaction will
 
be granted
 
subject to
 
a time
 
limitation within
 
which the
trade
 
must be
 
executed.
 
If no
 
time
 
limit
 
is specified,
 
then the
 
approval
 
will expire
 
at the
 
close of
 
normal
trading
 
on
 
the
 
Nasdaq
 
Global
 
Market
 
(or
 
such
 
other
 
exchange
 
or
 
over-the-counter
 
market
 
on
 
which
 
the
Company’s
 
Securities are then
 
principally traded)
 
on the third
 
trading day
 
after approval (including
 
the day
of approval).
 
If
 
the transaction
 
is not
 
consummated
 
within
 
such
 
time
 
period,
 
a
 
new
 
pre-clearance
 
request
must be submitted and approved before such person may engage in
 
the transaction.
e.
 
At the
 
time of
 
entering into,
 
modifying
 
or terminating
 
a Rule
 
10b5-1
 
Plan or
 
a Non- Rule
 
10b5-1 Trading
Arrangement, or
 
placing a
 
trade in
 
or transaction
 
Company Securities,
 
you are
 
responsible for
 
determining
that
 
you
 
are
 
not
 
in
 
possession
 
of,
 
and
 
do
 
not
 
have
 
access
 
to,
 
Material
 
Nonpublic
 
Information,
 
and
 
for
verifying that the Comp
any has not
 
imposed any restrictions
 
on your ability
 
to engage in
 
trades.
3.
No Speculative Transactions.
a.
No Covered
 
Person may
 
engage in
speculative
transactions
in
Company Securities at any
 
time.
 
All Covered Persons
are
 
prohibited
 
at
 
all
 
times
 
from
 
short-selling
 
Company
 
Securities
 
or
 
engaging
 
in
 
transactions
 
involving
Derivative
 
Securities
 
with
 
respect
 
to
 
Company
 
Securities
 
or
 
otherwise,
 
including
 
hedges
 
of
 
any
 
options,
restricted stock
 
and restricted stock
 
units, appreciation
 
rights or other
 
awards (“Awards”)
 
granted under
 
the
Company’s
 
2024 Equity
 
and Incentive
 
Plan (the
 
“2024
 
Incentive
 
Plan”)
 
or otherwise.
 
These
 
prohibitions
include,
 
but are
 
not limited
 
to, short
 
sales, equity
 
and
 
other swaps,
 
forwards,
 
futures,
 
puts, calls
 
and
 
other
options contracts and derivatives,
 
including straddles, any other
 
Derivative Securities or strategies
 
involving
one or
 
any combinations
 
of such
 
instruments and/or
 
Derivative Securities
 
or short-term
 
buying and
 
selling
of Company Securities.
 
b.
Nothing
 
in
 
this
 
Section
 
3
 
shall
 
otherwise
 
prohibit
 
a
 
Covered
 
Person
 
from
 
receiving
 
Awards
 
under
 
the
 
2024
Incentive
 
Plan or
 
other Company
 
incentive plans
 
and realizing
 
the value
 
in accordance
 
with terms
 
of such
Awards,
provided
 
no
 
Covered
 
Person
 
may
 
use
 
hedging
 
instruments
 
or
 
strategies,
 
including
 
Derivative
Securities to increase the value or reduce the risks of such Awards.
4.
Rule 10b5-1 Plans
 
 
 
 
 
 
 
 
 
 
Transactions
 
(including
 
gifts) that
 
would
 
otherwise
 
be prohibited
 
at certain
 
times by
 
this Policy
 
are allowed
 
if they
 
are
made pursuant
 
to a
 
Rule 10b5-1
 
Plan or
 
Non-Rule 10b5-1
 
Trading
 
Arrangement, which
 
is preapproved
 
by the
 
Company
and
 
is adopted
 
and operated
 
in accordance
 
with this
 
Policy and
 
all SEC
 
Rule10b5-1
 
requirements
 
and related
 
reporting
obligations.
 
See
Article V below.
5.
Gifts of Company Securities, etc.
All
 
gifts
 
of
 
Company
 
Securities,
 
and
 
gifts
 
of
 
Third-Party
 
Securities,
 
if
 
any,
 
that
 
are
 
subject
 
to
 
this
 
Policy,
 
should
 
be
planned
 
and
 
made
 
during
 
open Trading
 
Windows
 
or
 
pursuant
 
to
 
a
 
Rule
 
10b5-1
 
Plan.
 
This requires
 
year
 
end
 
gifts
 
and
charitable contributions of
 
such securities to be
 
made before end
 
of the second
 
week of December.
 
Gifts, including bona
fide
 
gifts
 
are
 
generally
 
considered
 
by
 
the
 
SEC
 
as
 
“sales”
 
or
 
“trades”
 
under
 
Rule
 
10b5-1
 
and
 
for
 
Section
 
16
 
reporting
purposes on
 
SEC Form
 
4.
 
Whether a
 
gift is
 
“bona fide”
 
and can be
 
made outside
 
an open
 
Trading
 
Window will
 
depend
on the
 
facts and
 
circumstances surrounding
 
each gift,
 
including the
 
donor’s relationship
 
with the
 
recipient, the
 
nature of
the tax benefit of the donor and the expectation or
 
intent that the recipient will sell the Company Securities received.
 
You
should contact
 
the Shareholder Relations
 
Officer or
 
Chief Financial Officer
 
as to whether
 
any gift is
 
bona fide, including
all relevant facts,
 
and can
 
be made
 
consistent with this
 
Policy outside
 
an open
 
Trading Window
 
at least two
 
(2) business
days in advance
 
of a proposed
 
gift, although exceptions
 
for bona fide
 
gifts are not
 
to be expected
 
or assured.
 
All gifts by
Section 16 Persons must be precleared
 
in advance and reported timely on Form 4.
6.
Non-Market Transactions.
Certain
 
limited
 
non-market
 
transactions
 
described
 
below
 
(“Non-Market
 
Transactions”)
 
are
 
allowed
 
even
 
while
 
in
 
the
possession of Material Nonpublic Information:
a.
 
Stock
 
Purchase
 
and
 
Dividend
 
Reinvestment
 
Plans.
 
Acquisitions
 
of
 
Company
 
Securities
 
consistent
 
with
instructions established
 
at the
 
time of
 
enrollment
 
in a
 
Company employee
 
or direct
 
stock purchase
 
or dividend
reinvestment
 
plan.
 
This
 
Policy
 
does
 
apply,
 
however,
 
to
 
your
 
elections
 
to
 
participate
 
or
 
change
 
your
 
level
 
of
participation in
 
these plans, to
 
transfer shares
 
into or out
 
of such a
 
plan, and to
 
any sales of
 
Company Securities
acquired
 
through
 
these
 
plans,
 
which
 
only
 
may
 
be
 
made
 
when
 
during
 
an
 
open
 
Trading
 
Window
 
and
 
otherwise
pursuant to this Policy.
b.
 
Vesting
 
of Awards
 
and Cashless Exercises with the Company.
 
Vesting
 
of restricted stock or other Awards
 
under
the 2024 Incentive
 
Plan, or the exercise
 
of a tax
 
withholding right pursuant
 
to which an election
 
is made to have
the Company
 
withhold shares
 
of Company
 
stock to
 
satisfy tax
 
withholding requirements
 
or a
 
cashless exercise
of
 
a
 
stock
 
option
 
or
 
other
 
Award
 
between
 
the
 
grantee
 
and
 
the
 
Company
 
where
 
options
 
or
 
Awards
 
are
surrendered to the Company.
 
Cashless exercises of Awards
 
through brokers, other
 
third parties or on the
 
market
or other transactions are subject to this Policy,
 
however.
c.
 
Other
 
Non-Market
 
Transactions.
 
A
 
specific,
 
non-market
 
transaction
 
approved
 
in
 
writing
 
in
 
advance
 
by
 
the
Company’s
 
Shareholder Relations
 
Officer or
 
Chief Financial Officer,
 
or if neither
 
of these persons
 
are available
or are a party to such transaction, the Chief Executive Officer).
B.
Additional Procedures Applicable to Section
 
16 Persons
Section16 Persons
 
must timely
 
report
all
 
trades, transfers,
 
pledges or
 
other transactions
 
of Company
 
Securities, including
all
 
gifts, including
 
those made
 
when the
 
Trading
 
Window
 
is open
 
for such
 
persons, and
 
are responsible
 
for the
 
applicable
Exchange Act
 
reporting of
 
any such
 
transactions, including
 
on SEC
 
Forms 3,
 
4, 5
 
(each A
 
“Section 16
 
Filing”), and
 
SEC
Schedule 13D/G.
Any transfers, including gifts, of Company
 
Securities and any exercises of Awards
 
under the 2024 Incentive Plan or other
plans, whether
 
or not
 
exempt under
 
Section 16(b),
 
must be
 
reported
 
to the
 
SEC by
 
filing a
 
SEC Form
 
4 within
 
two (2)
business days.
 
The Shareholder Relations Officer will,
 
if requested, assist in completing the SEC Form 4
 
or other Section
16
 
Filings
 
in reliance
 
upon
 
information
 
provided
 
by,
 
and will
 
file
 
it on
 
behalf
 
of,
 
the Section
 
16 Person
 
with
 
the SEC.
However,
 
the completion,
 
contents,
 
and
 
timeliness
 
of
 
any Rule
 
144,
 
Section 16
 
filing
 
and
 
any
 
Schedule 13D/G
 
are the
sole responsibility of each Section 16 Person or other reporting person,
 
as applicable.
Section 16 Persons are also expected to comply
 
with Section 16(b) of the Exchange Act (“Section 16(b)”),
 
which imposes
liability for
 
any profit
 
derived by
 
them as
 
the result
 
of a
 
purchase and
 
sale of
 
Company Securities
 
occurring within
 
any
six-month period.
 
For more information, please see Article IV,
 
Consequences for Violations of
 
this Policy.
 
 
 
 
 
 
 
 
 
C.
Additional Provisions Applicable to All Persons
The terms “Material Information”
 
and “Material Nonpublic Information” are defined
 
in Article VII below.
 
The “Material
Information” definition contains a non-exclusive list of examples of “material”
 
items.
This Policy’s
 
provisions
 
about Material
 
Nonpublic
 
Information regarding
 
the Company
 
apply
 
to you
 
regardless of
 
how
you
 
become
 
aware
 
of
 
the
 
information.
 
You
 
may
 
learn
 
Material
 
Nonpublic
 
Information
 
about
 
Other
 
Entities
 
and
 
third
parties
 
as a
 
result
 
of
 
their relationship
 
to
 
the
 
Company
 
or discussions
 
about
 
possible
 
relationships
 
or
 
transactions.
 
For
example,
 
if
 
you
 
are
 
an
 
administrative
 
assistant
 
and
 
you
 
have
 
learned
 
that
 
a
 
large
 
contract
 
has
 
just
 
been
 
received
 
by
company A from the Company,
 
or that an acquisition of company B by the Company
 
is about to occur, you are prohibited
from trading
 
in Company
 
Securities through
 
the close
 
of the
 
second (2
nd
) full
 
trading day
after
 
Public Disclosure
 
of the
news.
 
Each of company
 
A and company
 
Bb would be
 
Other Entities under
 
this Policy.
 
Therefore, you also
 
cannot trade
in
 
these
 
Other
 
Entities’
 
securities
 
which
 
are
 
Third
 
Party
 
Securities
 
under
 
this
 
Policy,
 
as
 
discussed
 
further
 
in
 
the
 
next
paragraph.
 
When you are
 
in possession of
 
Material Nonpublic
 
Information of
 
the Company
 
or such
 
Other Entities,
 
you
have
 
a
 
duty
 
to
 
the
 
Company
 
to
 
keep
 
that
 
information
 
confidential and
 
not to
 
use it
 
for your
 
personal
 
benefit, and
 
you
cannot provide it
 
to or Tip
 
anyone for
your or
their benefit.
With
 
respect
 
to
 
Material
 
Nonpublic
 
Information
 
concerning
 
an
 
Other
 
Entity,
 
this
 
Policy
 
applies
 
to
 
you
 
if
 
you
 
became
aware
 
of
 
the
 
Material
 
Nonpublic
 
Information
 
about
 
the
 
Other
 
Entity
 
by
 
reason
 
of
 
your
 
affiliation
 
or
 
work
 
with
 
the
Company.
 
In the example
 
above, you also
 
would not be
 
able to trade in
 
the securities of
 
company A or
 
company B until
after
 
Public
 
Disclosure
 
of
 
the
 
news.
 
Trading
 
securities
 
on
 
inside
 
information
 
is
 
illegal,
 
and
 
you
 
cannot
 
use
 
Material
Nonpublic Information regarding the Company or Other Entities to trade in their
 
respective securities.:
i.
Possession
 
of Material
 
Nonpublic
 
Information.
 
If you
 
are aware
 
of Material
 
Nonpublic
 
Information
 
about the
Company,
 
you
 
are
 
prohibited
 
from
 
trading
 
in
 
Company
 
Securities,
 
even
 
if
 
the
 
Trading
 
Window
 
is
 
open,
general
ly.
ii.
Questions.
 
If
 
you have
 
any questions
 
as to
 
whether any
 
information
 
you have
 
about the
 
Company
 
or another
entity you
 
believe may
 
be an
 
Other Entity,
 
is Material
 
Information or
 
is Material
 
Nonpublic Information
 
about
the
 
Company
 
or an
 
Other Entity,
 
and
 
you are
 
contemplating
 
a transaction
 
in
 
Company
 
Securities or
 
the
 
Other
Entity’s
 
Third
 
Party
 
Securities,
 
you
 
must
 
contact
 
the
 
Shareholder
 
Relations
 
Officer
 
or
 
the
 
Chief
 
Financial
Officer
 
(or
 
if
 
neither
 
of
 
these
 
persons
 
is
 
available,
 
the
 
Company’s
 
Chief
 
Executive
 
Officer)
 
at
 
least
 
two
 
(2)
business days
 
prior to
 
executing the
 
transaction to
 
determine if
 
you may
 
properly proceed.
 
Section 16
 
Persons
should
 
be
 
particularly
 
careful
 
to
 
avoid
 
even
 
the
appearance
of
 
engaging
 
in
 
improper
 
securities
 
transactions.
 
WHEN IN DOUBT, DO
 
NOT TRADE.
iii.
Requests for
 
Information.
 
You
 
should be alert
 
to anyone who appears to be
 
asking you
 
for
 
Material Nonpublic
Information
 
of
 
any
 
kind
 
about
 
the
 
Company
 
or
 
Other
 
Entities.
 
If
 
you
 
receive
 
such
 
a
 
request
 
for
 
information,
comments
 
or
 
interviews
 
regarding
 
the
 
Company
 
(other
 
than
 
routine
 
product
 
or
 
services
 
inquiries)
 
or
 
Other
Entities
 
that
 
may
 
result
 
in
 
the
 
dissemination
 
of
 
Material
 
Information
 
or
 
Material
 
Nonpublic
 
Information,
 
you
must direct the
 
request to the Company’s
 
Shareholder Relations Officer
 
or Chief Financial
 
Officer,
 
or if he or
 
she
is
 
unavailable
 
or
 
is
 
a
 
party
 
to
 
such
 
transaction,
 
the
 
Chief
 
Executive
 
Officer,
 
so
 
that
 
an
 
authorized
 
Company
spokesperson
 
may
 
determine
 
whether
 
or
 
how
 
to
 
respond
 
to
 
any
 
such
 
request
 
consistent
 
with
 
the
 
applicable
securities
 
Company’s
 
obligations
 
under
 
SEC Regulation
 
Fair Disclosure
 
(“Reg.
 
FD”) and
 
the Company’s
 
then
current disclosure policy
.
iv.
No Exceptions to Policy.
 
There are no exceptions to
 
this Policy, including
 
for emergencies or to
 
avoid hardship
.
 
One
 
of
 
the
 
Company’s
 
responsibilities
 
as
 
a
 
public
 
company
 
is
 
to
 
enforce
 
this
 
Policy.
 
Except
 
as
 
specifically
permitted
 
by
 
this
 
Policy
 
(for
 
example,
 
in
 
the
 
case
 
of
 
Non-Market
 
Transactions
 
and
 
transactions
 
pursuant
 
to
 
a
Rule
 
10b5-1
 
Plan),
 
you
 
must
 
refrain
 
from
 
a
 
transaction
 
even
 
if
 
you
 
planned
 
or
 
committed
 
to
 
the
 
transaction
before
 
you
 
came
 
into
 
possession
 
of
 
the
 
Material
 
Nonpublic
 
Information,
 
regardless
 
of
 
the
 
economic
 
loss
 
you
believe you
 
might suffer
 
as a consequence
 
of not
 
trading.
 
Also, if
 
you are
 
in possession
 
of Material
 
Nonpublic
information,
 
it
 
does
 
not
 
matter
 
that
 
publicly
 
disclosed
 
information
 
might
 
provide
 
an
 
independent
 
basis
 
for
engaging
 
in
 
the
 
transaction.
EXCEPT
 
AS
 
SPECIFICALLY
 
PERMITTED
 
BY
 
THIS
 
POLICY,
 
YOU
CANNOT
 
TRADE
 
IN
 
SECURITIES
 
WHILE
 
IN
 
POSSESSION
 
OF
 
MATERIAL
 
NONPUBLIC
INFORMATION.
v.
Size of a Securities
 
Transaction.
 
The size or amount
 
of a securities transaction
 
is irrelevant.
 
There are no dollar
 
 
 
minimums
 
or
 
limits
 
on
 
the
 
size
 
of
 
a
 
transaction
 
that
 
will
 
trigger
 
insider
 
trading
 
liability
 
or
 
a
 
violation
 
of
 
this
Policy
 
or
 
applicable
 
insider
 
trading
 
laws.
 
The
 
SEC and
 
the United
 
States
 
Department
 
of
 
Justice
 
have
 
pursued
relatively small
 
trades, and
 
the Company
 
does not
 
permit any
 
Insider
 
Trading,
 
even
 
if the
 
trades
 
are
 
small.
 
In
addition,
 
you
 
can
 
be
 
subject
 
to
 
civil
 
and
 
criminal
 
penalties,
 
even
 
if
 
you
 
receive
 
no
 
monetary
 
benefit
 
from
disclosing or
 
using Material
 
Nonpublic Information.
IV.
Consequences for Violations of this Policy and Exchange Act,
 
Section 16(b)
Failure to comply
 
with this Policy
 
could result
 
in a serious
 
violation of
 
Securities Laws by
 
you and/or the Company,
 
and
may
subject you to civil and criminal penalties
 
described in
 
Article I
 
above.
 
In addition to any criminal or civil penalties
prescribed by law,
 
violation of this Policy
 
constitutes grounds for
 
adverse actions by the
 
Company,
 
including termination
of your employment for cause, or with respect to Representatives, the termination
 
of any relationship with the Company.
Exchange
 
Act
 
Section
 
16(b)
 
imposes
 
liability
 
on
 
Section
 
16
 
Persons
 
for
 
any
 
profit
 
derived
 
by
 
them
 
as
 
the
 
result
 
of
 
a
purchase
 
and
 
sale
 
occurring
 
within
 
any
 
six-month
 
period.
 
Any
 
excess
 
of
 
the
 
sale
 
price
 
over
 
the
 
purchase
 
price
 
is
considered “profit,”
 
and must
 
be paid
 
to the
 
Company.
 
It does
 
not matter
 
whether the
 
purchase or
 
the sale
 
occurs first,
and it is not
 
necessary for the
 
same shares to be
 
involved in each
 
of the matched
 
transactions.
 
Transactions are
 
paired so
as
 
to
 
extract
 
the
 
maximum
 
profit
 
by
 
matching
 
the
 
lowest
 
purchase
 
price
 
and
 
the
 
highest
 
sale
 
price
 
within
 
a
 
six-month
period;
 
losses cannot
 
be
 
offset
 
against
 
gains.
 
The result
 
is that
 
liability
 
may
 
exist under
 
Section
 
16(b)
 
even
 
though
 
an
insider’s overall trading in the stock resulted in a loss.
 
If Section 16
 
Persons engage in transactions
 
after they are
 
no longer executive
 
officers or directors,
 
such transactions can
be matched
 
for Section
 
16(b) purposes
 
if these
 
occur within
 
six months
 
of an
 
opposite-way
 
transaction
 
which occurred
while such person was still a Section 16 Person of the Company.
 
Good
 
faith
 
or
 
inadvertence
 
on
 
the
 
part
 
of
 
a
 
Section
 
16
 
Person
 
is
 
no
 
defense
 
to
 
liability
 
under
 
Section
 
16(b)
 
and
 
no
knowledge of
 
inside information
 
needs to
 
be involved.
 
If the
 
Company itself
 
does not
 
press a
 
claim for
 
recovery of
 
the
short-swing profit,
 
any stockholder
 
may do
 
so on
 
behalf of
 
the Company
 
(and may
 
be awarded
 
attorneys’ fees
 
as well).
 
Section
 
16(b)
 
plaintiffs’
 
attorneys
 
monitor
 
insiders’
 
Section
 
16
 
reports
 
and
 
request
 
that
 
the
 
Section
 
Person
 
restore
 
any
profit made or loss avoided to the Company and pay their legal fees.
V.
Rule 10b5-1 Plans and Similar Trading
 
Arrangements
Rule 10b5-1 Plans
SEC Rule
 
10b5-1,
 
as amended,
 
provides
 
an affirmative
 
defense from
 
insider
 
trading
 
liability,
 
and
 
permits purchases
 
and
sales
 
Company
 
Securities
 
under
 
a
 
qualifying
 
Rule
 
10b5-1
 
plan
 
(“Rule
 
10b5 -1
 
Plan”)
 
without
 
regard
 
to
 
certain
 
insider
trading restrictions.
 
A Covered
 
Person Policy
 
must enter
 
into a
 
Rule 10b5-1
 
plan for
 
transactions in
 
Company Securities
that is
 
approved in
 
advance by
 
the Company
 
and meets
 
the conditions
 
in Rule 10b5-1.
 
A Covered
 
Person may
 
only enter
into a Rule 10b5-1 Plan when that person is not aware of Material Nonpublic
 
Information.
A
 
Rule
 
10b5-1
 
Plan
 
must
 
be
 
a
 
binding
 
contract
 
to
 
purchase
 
or
 
sell
 
a
 
Company
 
Security,
 
instructed
 
another
 
person
 
to
purchase or sell
 
the security for
 
the instructing person’s
 
account, or adopt
 
a written plan
 
for trading securities.
 
The Rule
10b5-1 Plan must:
•
specify the amount of securities to be bought or sold, and the price and date
 
for the transaction;
•
includes a
 
written formula,
 
algorithm or
 
computer program
 
for determining
 
the amount,
 
price and
 
date of
 
the
purchase or sale; or
•
does
 
not
 
permit
 
the
 
person
 
to
 
exercise
 
any
 
subsequent
 
influence
 
over
 
how,
 
when
 
or
 
whether
 
to
 
effect
purchases
 
or sales,
 
while at
 
the
 
same time
 
ensuring
 
that any
 
person
 
effecting
 
trades under
 
the Rule
 
10b5-1
Plan is not aware of any material nonpublic information while doing so.
Once
 
a
 
Rule
 
10b5-1
 
Plan
 
is
 
adopted,
 
the
 
person
 
must
 
not
 
exercise
 
any
 
influence
 
over
 
the
 
number
 
of
 
securities
 
to
 
be
traded, the
 
price at which
 
they are traded
 
or the date
 
of the trade.
 
The Rule 10b5
 
-1 Plan must
 
either specify
 
the amount,
pricing and timing of transactions in advance or delegate discretion on these
 
matters to an independent third party.
Any Rule 10b5-1 Plan must
 
be submitted to the Company for
 
prior approval at least 10 business days
 
prior to the entry
into
 
the
 
Rule
 
10b5-1
 
Plan.
 
In
 
order
 
for
 
a
 
Rule
 
10b5-1
 
Plan
 
to
 
be
 
approved,
 
the
 
following
 
requirements
 
must
 
be
observed:
 
 
 
•
the person
 
adopting the
 
Rule 10b5-1
 
Plan must
 
include a
 
representation certifying
 
that he
 
or she
 
is adopting
 
the
plan in good faith,
 
at a time when he
 
or she is not in
 
possession of material nonpublic
 
information and not as part
of a plan to evade insider trading prohibitions.
•
the
 
Rule
 
10b5-1
 
Plan
 
must include
 
a
 
cooling-off
 
period
 
between
 
the
 
adoption
 
of
 
the
 
Rule 10b5-1
 
Plan
 
and
 
the
first trade
 
under the
 
Rule 10b5-1
 
Plan.
 
For Section
 
16 Persons,
 
the cooling
 
off
 
period is
 
of the
 
later of
 
(A) 90
days
 
after
 
the
 
adoption
 
of
 
the
 
Rule
 
10b5-1
 
Plan
 
and
 
(B)
 
two
 
business
 
days
 
following
 
the
 
disclosure
 
of
 
the
Company’s
 
financial
 
results
 
on a
 
Form
 
10-Q
 
or
 
Form
 
10-K for
 
the
 
completed
 
fiscal
 
quarter
 
in
 
which
 
the
 
Rule
10b5-1 Plan is
 
adopted; provided,
 
in no event
 
will the required
 
cooling-off period
 
exceed 120 days
 
following the
adoption of
 
the Rule
 
10b5-1 Plan.
 
For all
 
other Covered
 
Persons, the
 
cooling off
 
period is at
 
least 30
 
days after
the adoption of the Rule 10b5-1 Plan.
•
Covered Persons
 
may not
 
have more
 
than one
 
Rule 10b5-1
 
Plan in
 
effect at
 
the same
 
time other
 
than under
 
the
following
 
limited
 
exceptions:
 
(i)
 
a
 
series
 
of
 
separate
 
contracts
 
with
 
different
 
broker-dealers
 
or
 
other
 
agents
 
to
execute
 
trades
 
that
 
are
 
treated
 
as
 
part
 
of
 
a
 
single
 
plan,
 
provided
 
that
 
the
 
contracts
 
taken
 
as
 
a
 
whole
 
meet
 
the
conditions
 
of
 
Rule10b5-1
 
and
 
remain
 
subject
 
to
 
such
 
Rule;
 
(ii)
 
one
 
later-commencing
 
Rule
 
10b5-1
 
Plan
 
for
purchases or
 
sales of
 
securities in
 
the open
 
market under
 
which trading
 
is not
 
authorized to
 
begin until
 
after all
trades under
 
the earlier-commencing
 
Rule 10b5-1
 
Plan have
 
been completed
 
or have
 
expired without
 
execution;
and
 
(iii)
 
a
 
Rule
 
10b5-1
 
Plan
 
that
 
authorizes
 
an
 
agent
 
to
 
sell
 
only
 
securities
 
that
 
are
 
necessary
 
to
 
satisfy
 
tax
withholding obligations
 
arising exclusively
 
from the
 
vesting of
 
compensatory awards
 
such as
 
restricted stock
 
or
stock
 
appreciation
 
rights
 
and
 
the
 
person
 
does
 
not
 
exercise
 
control
 
over
 
the
 
timing
 
of
 
sales
 
(“sell-to-cover
transactions”).
•
a Covered Person may not
 
have more than one Rule
 
10b5-1 Plan that is intended
 
to effect open-market purchases
or
 
sales of
 
a
 
total
 
amount
 
of securities
 
as a
 
single
 
transaction
 
in
 
any
 
12-month
 
period
 
(other
 
than
 
sell-to-cover
transactions for tax withholding purposes); and
In addition, there are various other conditions, disclosure and filing requirements
 
on users of such plans and the Company:
•
That the
 
person establishing
 
such 10b5-1
 
plan did
 
not have any
 
other contracts,
 
instructions, or
 
plans that
 
would
qualify
 
under
 
Rule
 
10b5-1(c)(1),
 
except
 
for
 
specified
 
exceptions
 
available
 
under
 
such
 
Rule
 
10b5-1
 
when
 
such
person entered into such the 10b5-1 plan;
•
Quarterly
 
disclosures
 
by
 
the
 
Company
 
of
 
the
 
use
 
of
 
10b5-1
 
plans
 
and
 
similar
 
“Non-Rule
 
10b5-1
 
trading
arrangements,” by the Company’s
 
directors and officers;
•
Annual disclosure of the Company’s
 
insider trading policies and procedures; and
•
A requirement
 
that Section 16
 
Persons report transactions
 
in the Rule
 
10b5-1 Plan timely
 
on SEC Forms
 
4 and 5
and indicate on that such transactions were intended to satisfy the affirmative
 
defense conditions of Rule10b5-1.
Non-Rule 10b5-1 Trading Arrangements
Non-Rule
 
10b5-1
 
Trading
 
Arrangements
 
are
 
similar
 
to
 
Rule
 
10b5-1
 
Plans,
 
that
 
are
 
intended
 
to
 
satisfy
 
the
 
affirmative
defense
 
of
 
Rule
 
10b5-1,
 
but
 
do
 
not
 
include
 
either
 
the
 
cooling
 
off
 
or
 
certification
 
provisions
 
required
 
for
 
Rule
 
10b5-1
Plans.
 
Non-Rule
 
10b5-1
 
Trading
 
Arrangements
 
must
 
be
 
submitted
 
to
 
the
 
Company
 
for
 
prior
 
approval
 
and
 
include
 
the
same information as
 
Rule 10b5-1 Plans,
 
as applicable, to
 
the Company at
 
least 10 business days
 
prior to the
 
entry into the
Rule 10b5-1 Plan.
 
Please
 
contact
 
the
 
Shareholder
 
Relations
 
Officer
 
or
 
Chief
 
Financial
 
Officer
 
at
 
least
 
10
 
business
 
days
 
in
 
advance
 
of
establishing
 
any
 
Rule
 
10b5-1
 
Plan,
 
Non-Rule
 
10b5-1
 
Trading
 
Arrangement
 
or
 
other
 
trading
 
plan,
 
and
 
coordinate
 
with
those
 
officers
 
so
 
that
 
you
 
and
 
the
 
Company
 
can
 
comply
 
with
 
the
 
SEC
 
requirements,
 
including
 
receipt
 
of
 
trade
confirmations and timely reporting of all transactions on SEC Form 4 and
 
other Section 16 Filings.
VI.
Company Trading
 
in its Securities
The Company’s Policy on
 
trading in its securities is attached as Exhibit A.
VII.
Certain Reporting
 
 
 
 
 
 
 
 
The Company is required to publicly disclose information filed by
 
Section 16 Persons and this Policy.
 
SEC Form 3, 4 or 5
filings by
 
Section 16
 
Persons are
 
posted by
 
the Company
 
on its
 
website.
 
The Company’s
 
proxy statement
 
for its
 
annual
shareholders’
 
meeting
 
is
 
required
 
to
 
include
 
disclosure
 
of
 
delinquent
 
Section
 
16
 
reports
 
by
 
the
 
Company’s
 
Section
 
16
Persons.
 
Such reports
 
include the
 
names of
 
delinquent filers,
 
the number
 
of late
 
reports, the
 
number of
 
transactions that
were not reported on a timely basis, and any known failure to file a required form.
The
 
Company’s
 
annual
 
and
 
quarterly
 
reports
 
are
 
required
 
to disclose
 
the
 
adoption
 
and
 
termination
 
of 10b5-1
 
Plans
 
and
any
 
contract,
 
instruction
 
or
 
arrangement
 
(each,
 
an
 
“arrangement”)
 
under
 
Rule
 
10b5-1
 
or otherwise,
 
including
 
Non-Rule
10b5-1
 
Plans, by
 
Company
 
Section 16
 
Persons in
 
the Company’s
 
annual and
 
quarterly reports
 
on SEC
 
Forms 10-Q
 
and
10-K,
 
,
 
including
 
the
 
material
 
terms
 
thereof,
 
such
 
as
 
the
 
name
 
and
 
title
 
of
 
the
 
director
 
or
 
executive
 
officer,
 
the
 
date
 
of
adoption or
 
termination of
 
the plan
 
or arrangement,
 
the duration
 
of the
 
plan or
 
arrangement and
 
the aggregate
 
number of
shares to be purchased or sold pursuant to the plan or arrangement.
This Policy is filed with the SEC.
VIII.
Definitions
The following defined terms are provided for
 
ease of reference.
 
Additionally, as
 
used in this Policy,
 
the singular includes
the
 
plural and
 
vice versa,
 
and any
 
reference
 
to gender
 
includes all
 
genders.
 
The words
 
“include,”
 
“including”
 
or
 
any
derivation
 
thereof
 
are
 
not
 
limited
 
by
 
virtue
 
of
 
any
 
enumeration
 
and
 
shall
 
be
 
deemed
 
followed
 
by
 
the
 
words
 
“without
limitation.”
“Company Securities”
 
means all Securities issued by the Company or its subsidiaries, including
 
Company common stock.
“Derivative Securities”
 
are swaps,
 
options, warrants,
 
restricted stock
 
units, stock
 
and other
 
appreciation rights
 
or similar
rights or other
 
instruments, including other
 
Awards,
 
whose value is
 
derived from the
 
value of an
 
equity or other
 
security,
including Company Securities.
“Exchange
 
Act”
 
means
 
the
 
means
 
the
 
federal
 
Securities
 
Exchange
 
Act
 
of
 
1934,
 
and
 
the
 
SEC
 
rules
 
and
 
regulations
thereunder, each as amended and in effect.
“Insider” is
 
a person
 
who is
 
in possession
 
of Material
 
Nonpublic Information
 
concerning the
 
Company or
 
another entity
by reason of
 
his or her affiliation
 
with the Company.
 
This includes all Covered
 
Persons.
 
For purposes of
 
this Policy,
 
any
family member who lives in the same household as an Insider is also considered
 
an Insider.
“Market Professional”
 
is any person
 
who is, or
 
is associated with
 
(i) a securities
 
broker-dealer,
 
(ii) an investment
 
adviser
or certain
 
institutional investment
 
managers, and
 
(iii) investment companies,
 
private equity
 
and hedge
 
funds, other funds
and family offices, and their affiliated
 
persons.
 
These categories include sell-side analysts, buy-side analysts, institutional
investment
 
managers
 
and
 
other
 
market
 
professionals
 
who
 
may
 
be
 
likely
 
to
 
trade
 
on
 
the
 
basis
 
of
 
selectively
 
disclosed
information.
“Material
 
Information”
 
is
 
information
 
that
 
a
 
reasonable
 
investor
 
would
 
consider
 
important
 
in
 
deciding whether
 
to buy,
hold or sell
 
securities.
 
“Materiality” is fact-specific,
 
and it
 
is not possible
 
to define all categories of Material Information or
determine
 
whether
 
specific
 
information
 
is
 
Material
 
outside
 
its
 
particular
 
factual
 
context,
 
the
 
following
 
types
 
of
information typically
 
are regarded as
 
Material. The following
 
are examples only,
 
and this list
 
is not intended
 
to be and
 
is
not a complete or exclusive list of all information that may be Material:
•
Revenue, including revenue growth rates;
•
Gross and net interest margins and spreads including projections
 
of such items;
•
Earnings, including estimates on future earnings and changes in earnings guidance;
•
Changes in credit quality,
 
provisions for loan losses and potential losses outside the ordinary course of business;
•
Liquidity;
•
Proposals,
 
plans
 
or
 
agreements
 
(whether
 
or
 
not
 
binding)
 
regarding
 
mergers,
 
acquisitions,
 
divestitures,
 
tender
offers,
 
joint ventures,
 
strategic alliances
 
or purchase
 
or
 
sales of
 
material
 
assets or
 
securities outside
 
the ordinary
course;
 
 
 
 
 
 
 
•
Significant regulatory developments affecting the
 
Company or its subsidiaries;
•
Developments regarding
 
customers (when
 
applicable) or
 
strategic partners
 
(including the
 
acquisition or
 
loss of
 
an
important contract or relationship);
•
Changes in business plans or strategies
•
Changes in senior management or auditors;
•
Changes in compensation policy;
•
A change
 
in auditors
 
or auditor
 
notification that
 
the Company
 
may no
 
longer rely
 
on an
 
audit report,
 
or
 
that
 
the
auditor is resigning or declining to be reappointed;
•
Financings
 
and
 
other
 
events,
 
plans
 
or
 
proposals
 
regarding
 
the
 
Company’s
 
Securities
 
(e.g.,
 
defaults
 
on
 
debt
Securities,
 
calls of Securities
 
for redemption, repurchase
 
plans, stock splits,
 
proposed
public
or private offerings
 
or
sales of Company Securities, tender offers, and repurchases of Securities);
•
Material litigation or governmental investigations or proceedings;
•
Material data or cybersecurity breaches;
•
Bankruptcy, corporate
 
restructurings or receivership; and
•
Any factor
 
that would
 
cause the
 
Company’s
 
financial
 
results to
 
be substantially
 
different
 
from
 
the Company’s
publicly announced projections, analyst estimates, prior trends or
 
previous
 
filings.
Material Information
 
also could be
 
information similar to
 
that in the
 
above list relating
 
to any other
 
person or entity
 
with
which
 
the
 
Company
 
does
 
business
 
with
 
or
 
is
 
involved
 
in
 
a
 
business
 
relationship,
 
or
 
potential
 
business
 
relationship
 
or
transaction,
 
such
 
as,
 
for
 
example,
 
an
 
existing
 
or
 
potential
 
customer,
 
counterparty,
 
vendor,
 
strategic
 
partner,
 
potential
merger partner or large shareholder.
“Material Nonpublic
 
Information”
 
means Material
 
Information that has not
 
been Publicly Disclosed
 
by the Company
 
or a
third party, as applicable.
“Publicly Disclosed”
 
or “Public Disclosure”
 
means a communication
 
or series of
 
communications calculated
 
to reach the
general public,
 
such as
 
a press
 
release widely
 
disseminated,
 
including
 
over a
 
national wire
 
service, a
 
SEC Form
 
8-K or
other
 
public
 
filing
 
with
 
the
 
SEC,
 
or
 
a
 
public
 
webcast
 
presentation.
 
Generally,
 
disclosure
 
to
 
a
 
large
 
group of
 
financial
analysts, other
 
Market Professionals
 
or investors,
 
or comments
 
made in
 
interviews or
 
via social
 
media
 
do
not
constitute
Public
 
Disclosure,
 
unless
 
the
 
information
 
has
 
been
 
previously
 
Publicly
 
Disclosed
 
or
 
until
 
such
 
information
 
is
 
Publicly
Disclosed.
 
Generally,
 
Public Disclosure will be
 
deemed to have been
 
accomplished by the close
 
of business immediately
following the second full trading day after such information is publicly disclosed
 
as manner described above.
“Rule 10b5-1” means SEC Rule 10b5-1 as amended and in effect
 
on any date of determination.
“Rule
 
10b5-1
 
Plan”
 
generally
 
is
 
a
 
written
 
plan
 
that
 
has
 
been
 
adopted
 
and
 
implemented
 
by
 
a
 
Covered
 
Person
 
for
purchasing or
 
selling Company
 
Securities that
 
meets each of
 
the requirements
 
under SEC Rule
 
10b5-1, including:
 
(1) the
plan
 
is
 
adopted
 
during
 
a
 
period
 
when
 
the
 
quarterly
 
Trading
 
Window
 
is
 
open
 
and
 
no
 
Blackout
 
Notice
 
or
 
other
 
trading
restrictions have been imposed;
 
(2) the plan is adopted during
 
a period when the individual is not in possession of Material
Nonpublic Information; (3) purchasing
 
or selling under the
 
plan does not commence
 
until after the applicable
 
cooling off period
in Rule 10b5-1(c)(ii);
 
(4)
 
the
 
plan
 
is
 
adhered
 
to
 
strictly;
 
(5)
 
the
 
plan
 
either
 
(a)
 
specifies
 
the
 
amount
 
of
 
Securities
 
to
 
be
purchased or
sold and the date
 
on which the Securities are
 
to be
purchased or
sold, (b) includes a written formula or algorithm,
or computer program, for determining
 
the amount of Securities to be
 
sold and the price at which and
 
the date on which the
Securities
 
are
 
to
 
be
 
purchased
 
or
 
sold, or
 
(c) does
 
not permit
 
any Insider to exercise
 
any subsequent influence over how,
when, or
 
whether to
 
effect sales;
provided
 
that
 
any
 
other
 
person
 
who,
 
pursuant
 
to
 
the
 
contract,
 
instruction,
 
or
 
plan,
 
did
exercise
 
such influence
 
must not
 
have been
 
aware of
 
the Material
 
Nonpublic
 
Information
 
when doing
 
so; and
 
(6)
 
at the
time it
 
is adopted the
 
plan conforms to
 
all other requirements
 
of SEC Rule
 
10b5-1
“SEC” means the United States Securities and Exchange Commission.
 
 
 
 
 
 
 
 
 
“Section 16” means Section 16 of the Exchange Act.
“Section 16 Person”
 
means any Company
 
director, executive
 
officer described
 
in SEC Rule 16a
 
-1(f) under the
 
Securities
Exchange Act,
 
including the Company’s
 
president, principal financial
 
officer,
 
principal accounting
 
officer
 
(or,
 
if there
 
is
no
 
such
 
accounting
 
officer,
 
the
 
controller),
 
any
 
vice-president
 
of
 
the
 
Company
 
identified
 
by
 
the
 
Company
 
who
 
is
 
in
charge
 
of a
 
principal business
 
unit,
 
division
 
or function,
 
any other
 
officer
 
who performs
 
a policy
 
-making
 
function,
 
any
other person
 
who performs
 
similar policy-making
 
functions for
 
the Company,
 
and shareholders
 
of the
 
Company holding
10%
 
or
 
more
 
of
 
the
 
Company’s
 
outstanding
 
common
 
stock.
 
Officers
 
of
 
the
 
Company’s
 
subsidiaries
 
(or
 
any
 
parent
company, if any) are deemed officers
 
of the Company, if they perform
 
such policy-making functions for the Company.
“Securities”
 
includes
 
common
 
stock,
 
preferred
 
stock,
 
options,
 
warrants,
 
restricted
 
stock,
 
restricted
 
stock
 
units,
 
stock
appreciation rights,
 
debentures and
derivatives, including
all other
 
securities of
 
an entity
 
the value
 
of which
 
is related
 
to or
derived from an entity’s common
 
stock or other securities.
“Securities
 
Act”
 
means
 
the
 
federal
 
Securities
 
Act
 
of
 
1933,
 
and
 
the
 
SEC
 
rules
 
and
 
regulations
 
thereunder,
 
each
 
as
amended and in effect.
“Securities Laws”
 
means the
 
Securities Act
 
of 1933,
 
the Exchange
 
Act
 
(the
 
“U.S.
 
Securities
 
Laws”),
 
and
 
all
 
applicable
State Securities Laws, domestic and foreign.
“Tip”
 
and
 
“Tipping”
 
refer
 
to
 
when
 
a
 
person
 
subject
 
to
 
this
 
Policy
 
discloses
 
material
 
nonpublic
 
information
 
about
 
the
Company or another
 
company to another
 
person or recommends
 
that another person
 
trade in the
 
securities of any
 
company
while
 
in
 
possession
 
of
 
Material
 
Nonpublic
 
information
 
about
 
that
 
company
 
and
 
the
 
other
 
person
 
either:
 
(i)
 
trades
 
that
company’s
 
securities
 
while
 
in
 
possession
 
of
 
that
 
material
 
nonpublic
 
information;
 
or
 
(ii)
 
provides
 
the
 
material
 
nonpublic
information to
 
a third
 
party who
 
then trades
 
in such
 
company’s
 
securities. Tipping
 
is illegal
 
even if
 
you do
 
not personally
make a trade or otherwise benefit monetarily from disclosing Material
 
Nonpublic Information.
 
 
Exhibit A
Auburn National Bancorporation, Inc.
Policy on Company Trading
 
in its Securities
Auburn National
 
Bancorporation, Inc.
 
and its subsidiari
 
es (the
 
“Company”) may,
 
from time
 
to time,
 
in the
 
future, issue
 
or
repurchase
 
their
 
own
 
securities,
 
but
 
do
 
not
 
otherwise
 
trade
 
in
 
their
 
securities.
 
Any
 
such
 
issuances
 
or
 
repurchases
 
of
Company securities
 
will be
 
reasonably designed
 
to promote
 
compliance with
 
(i) the
 
Nasdaq listing
 
standards applicable
 
to
the Company, and (ii)
 
any insider trading laws that are applicable to the Company in connection to
 
such transactions.