General Information
The federal securities laws prohibit individuals with access to material information which has not been publicly disseminated, absorbed and evaluated (commonly referred to as “inside information”) from: (1) engaging in transactions in the Company’s securities or (2) divulging inside information to enable others to trade on such information. As employees or members of the Board of Directors, you may come into possession of inside information.

If you effect transactions in the Company’s securities while in the possession of inside information, then you, and possibly the Company, could be subject to private lawsuits for damages and/or to civil or criminal proceedings by state and/or federal governmental authorities. Liability arising from such violations is often significant. For instance, the Securities and Exchange Commission (“SEC”) is authorized to seek civil money damages of up to three times the profit gained or loss avoided through unlawful insider trading.

Disclosure Guidelines
In discussing matters pertaining to the Company, all employees and members of the Board of Directors (“Board Directors”) must comply with the following parameters:

1. Matters that you may discuss include the following:

(a) Information that has been published and widely disseminated, such as that contained in the Company’s annual report to shareholders, reports on Form 8-K, Form 10-K and 10-Q, proxy statements and press releases, so long as you limit your discussion to the information that has been published and disseminated.

(b) General industry and economic trends.

(c) Routine aspects of the Company’s business involving products, plants, employees, customers and production.

Requests and questions from investors, analysts, the press, or other outsiders should be referred to either the Company’s VP of Investor Relations or to the General Counsel (each a “Monitor” and together the “Monitors”).

2. Matters that you may not discuss outside the Company (including in any social media posts or other manner that is generally available to outsiders via the internet), except to the extent the Company has publicly announced and widely disseminated them, include any of the following:

(a) Actual or projected sales, earnings, significant capital expenditures or significant borrowings.

(b) Any action or event that had or is likely to have a significant effect on the Company’s anticipated annual sales or earnings or that may result in a special or extraordinary charge against earnings (e.g., a large customer contract award, a product recall).

(c) Any non-routine action or event such as a proposed joint venture, merger, acquisition or disposition of shares or assets; major new products, discoveries or services; a change in control or a significant change in management; major financing; significant litigation; a significant change in capital investment plans; significant change in operating or financial circumstances; significant labor disputes; significant layoffs; a tender offer for another company’s securities; and significant changes in the Company’s asset values, products or lines of business.

As an additional reminder, any of the types of prohibited information described above that may come to your attention regarding other businesses because of the Company’s special relationship with that entity should not be publicly disclosed. Any questions should be referred to a Monitor.

Trading Prohibitions and Guidelines
While investment in the Company’s securities is encouraged, you should do so with caution. Before you buy or sell Company stock, you should recognize the existence of prohibitions against the use by individuals of inside information for their own profit. For Board Directors those persons designated “Officers” by the Board of Directors for purposes of Section 16 of the Securities Exchange Act of 1934 and the rules thereunder (“Executive Officers”), these transactions require prior Company approval in the manner described below under "Additional Rules Applicable to Form 4 Filers”.

Paragraph 1 below applies to all employees and Board Directors. Paragraphs 2 through 4 below apply only to employees at the director level and above and Board Directors.


1. Transactions involving the Company’s securities are prohibited at all times if you have knowledge of material information about the Company that the Company has not publicly disseminated. In general, information should be considered “material” if it could be expected that a reasonable investor would attach significance to the information in reaching an investment decision involving the Company’s securities. Determining whether information is material is subjective; accordingly, employees should discuss such issues with a Monitor or other designated Company personnel. Transactions in the Company’s securities are prohibited until the close of the second full trading day after public disclosure of material information.


2. Transactions in the Company’s securities are prohibited starting three (3) weeks before the end of any fiscal quarter and ending at the close of the second full trading day after public release of the Company’s quarterly or annual financial results.

3. Transactions in the Company’s securities are prohibited during periods that the Company has designated as a limited trading period (also known as “event-specific blackouts”) unless the Board Director or employee obtains the prior approval of a Monitor. For example, limited trading periods would occur if the Company is actively involved in negotiations for the acquisition of a significant business. The Company may notify you that you are subject to a limited trading period, in which case you must refrain from trading in the Company’s securities. Under the U.S. federal securities laws, Board Directors and senior level Company employees are deemed to have knowledge of material Company information, even if they do not have actual knowledge of that information.

4. Board Directors and employees are not prohibited from exercising stock options during any of the foregoing periods, however, the options must be exercised by paying cash for the exercise price and tax withholding and the shares received must be held during the period in which trading is prohibited. Similarly, the purchase of shares under the Company’s Employee Stock Purchase Plan is not prohibited during blackout periods.

Additional Rules Applicable to Form 4 Filers
Section 16 of the Securities Exchange Act of 1934 applies to all Board Directors, Executive Officers, and their families ("insiders"). Section 16(b) provides that any profit realized by any insider from any combination of a purchase and sale or sale and purchase of any of the Company’s equity securities within any six-month period is recoverable by the Company. Liability is imposed under Section 16(b) regardless of intent or possession or use of inside information. Further, the Company may not waive its right to recover this “profit.”

Section 16(a) requires that members of our Board of Directors and Executive Officers file reports of most transactions in the Company’s securities with the SEC within two (2) business days of each transaction. Transactions for reporting purposes include any change in ownership, including option grant, stock grant, or exercise of options.

To avoid any liability under Section 16(b) and to assist in the timely filing of transaction reports under Section 16(a), we require that insiders adhere to the following guidelines:

1. Pre-Transaction Review. Prior to consummating any transaction in the Company’s securities, Board Directors and Executive Officers must obtain pre-clearance from a Monitor. While bona fide gifts (actual gifts not intended to avoid the restrictions of this Policy) are permitted, such gifts are subject to reporting and are therefore subject to pre-transaction review. This pre-transaction review will help insure any necessary compliance with Rule 144 (which sets the conditions under which restricted (unregistered) and control securities can be sold), assist in the preparation of required reports, and avoid inadvertent insider trading violations. Notice of an intention to purchase or sell, including gifts, must be given to a Monitor, or in their absence to the Treasury Department, at least two (2) business days before any transaction. If a Monitor approves the transaction, then an e-mail approving the transaction will be sent in response.

2. Preparation of Required Reports. While the Company will assist in the preparation and filing of Form 4 and 5 reports, the ultimate legal responsibility for the accuracy and filing of these reports remains with the Executive Officer or Board Director. The Treasury Department will prepare any Form 3 upon an individual’s assumption of Board Director or Executive Officer status. Thereafter, the Treasury Department will prepare a Form 4 upon notification regarding the acquisition or disposition of Company securities. The report will be sent to the SEC electronically and will be executed through a power of attorney if the power of attorney has been supplied.

It is mandatory to file Forms 4 and 5 via the SEC’s EDGAR filing system.

Executive Officers or Board Directors should inform the Treasury Department of their desire to execute a standing power of attorney to give the Company the authority to sign a Form 4 or 5 to facilitate required filings and/or whether the individual would like to handle the EDGAR filing process themselves. Please note that Form 4 reports are required to be filed within two (2) days following the transaction. All transactions including gifts are required to be reported. Form 5 reports are required to be filed within forty-five (45) days after the end of the Company’s fiscal year

3. Checklist. In addition to pre-clearing your transaction with a Monitor, before proceeding with the acquisition or disposition of any of the Company’s securities, please review the following checklist.

(a) If a sale is proposed by you or any member of your immediate family, make sure that:

(i) Neither you nor any member of your immediate family has made any purchases of the Company’s stock (or securities convertible into the Company’s stock) within the past six months; and

(ii) No purchases by you or any member of your immediate family are anticipated within the next six months.

(b) If a purchase is proposed by you or any member of your immediate family, make sure that:

(i) Neither you nor any member of your immediate family has made any sales of the Company’s stock (or securities convertible into the Company’s stock) within the past six months; and

(ii) No sales are anticipated or required to be made within the next six months by you or any member of your immediate family.

4. Rule 144. In addition, Board Directors and Executive Officers will need to comply with the requirements of Rule 144 when selling any Company securities. This will include the preparation and filing of any required Form 144. A Monitor will assist you in completing the required forms.

5. Pledging and Hedging Prohibited. Board Directors and Executive Officers are prohibited from hedging the economic risk of their ownership of Company securities, including through the use of options or other derivatives related to our stock, and are prohibited from pledging Company stock.

6. Notice of Sale Transactions. Sales of Company stock by Executive Officers and Board Directors often attract the attention of market observers who may mischaracterize the intent or reason for the sale of Company stock. Accordingly, to enhance internal communications, a Monitor may inform the Company’s CEO and/or Board Chairman of certain sale transactions in advance of such transactions, as well as the reason the shares are being sold (if known).

Approved – April 2020