Insider trading and stock options

The Company depends upon the conduct and diligence of its employees, in both their professional and personal capacities, to ensure full compliance with this Policy. It is the personal obligation and responsibility of each employee to act in a manner consistent with this Policy. What is insider trading?

Who is an insider? An individual can be considered an insider for a limited time with respect to certain material, non-public information even though he or she is not a director or officer. For example, an assistant who knows that an acquisition is about to occur may be regarded as an insider with respect to that information until the news of such acquisition has been fully disclosed to the public.

What is material, non-public information? As a practical matter, materiality often is determined after the fact, when it is known that someone has traded on the information and after the information itself has been made public and its effects upon the market are more certain. Examples of information that is generally regarded as material are:. Filings with the SEC and press releases are generally regarded as public information.

There are no limits on the size of a transaction that will trigger insider trading liability. In the past, relatively small trades have resulted in SEC investigations and lawsuits. In addition to the potential criminal and civil liabilities mentioned above, in certain circumstances the Company may be able to recover all profits made by an insider who traded illegally, plus collect other damages.

Without regard to the civil or criminal penalties that may be imposed by others, violation of this Policy and its procedures may subject an individual to Company-imposed discipline, including dismissal. The procedures regarding securities trading outlined below are designed to deter and, where possible, to prevent such improper trading.

After termination of employment, any employee who is in possession of material, nonpublic information is prohibited from trading in Company securities until that information has become public or is no longer material. No employee shall invest in Company-based derivative securities.

This prohibition includes, but is not limited to, trading in Company-based put or call option contracts, trading in straddles and the like. No Hedging or Pledging. Our executive officers and directors are prohibited from hedging or pledging any Company securities that they hold directly. In addition, our officers and directors are prohibited from engaging in short sales of our stock and may not hedge or pledge equity compensation.

This Policy does not apply to purchases of Company stock in its k plan resulting from periodic contributions of money pursuant to a payroll deduction election.

Under special circumstances, certain employees who are not Section 16 Reporting Persons or Designated Individuals may gain access to material, non-public information and the Company, in its discretion, may determine that such employees may also be subject to the below listed prohibitions and procedures.

Such employees will be notified of such status and will be subject to the below listed prohibitions and procedures for such period of time as the Company deems appropriate. Additional black-out periods may be implemented with regard to certain employees or groups from time to time who are in possession of non-public information regarding potentially significant matters. If the transaction is cleared to proceed, the News Corporation Legal Department will assist a Section 16 Reporting Person in complying with Section 16 and, where applicable, Rule of the Securities Act of , as amended.

This portion of the policy applies to any and all transactions involving Company securities, including without limitation open market or private purchases and sales, stock plan transactions such as an option exercise, a gift, a contribution to trust or any other transfer. Mandatory Preclearance and Reporting.

The General Counsel or his designee will then determine whether the transaction may proceed. The Company is available to assist in Section 16 reporting, however, the obligation to comply with Section 16 is personal. These Powers of Attorney enable the Company to prepare and file the Section 16 reports on a timely basis. Trades in Company securities that are executed pursuant to an approved trading plan meeting the requirements of Rule 10b of the Securities Exchange Act of a "Rule 10b Trading Plan" are not subject to pre-clearance procedures and blackout periods.

Rule 10b Trading Plans may be adopted, amended and replaced only during periods when trading is permitted and under no circumstances when the individual is in possession of material, nonpublic information about the Company.

Section 16 Reporting Persons are responsible for notifying the Company immediately of any trade under a Rule 10b Trading Plan, to help facilitate Section 16 compliance. This exemption does not apply to the sale of any shares issued upon such exercise and it does not apply to a cashless exercise of options, which is accomplished by a sale of a portion of the shares issued upon exercise of an option.

Every officer, director and other employee, consultant and contractor has the individual responsibility to comply with this policy and all applicable securities laws. Pursuant to federal and state securities laws, Insiders may be subject to criminal and civil fines and penalties as well as imprisonment for engaging in transactions in the securities at a time when they have knowledge of material nonpublic information.

Examples of such information include: Quarterly financial results Known but unannounced future earnings or losses News of a pending or proposed merger News of the disposition or acquisition of significant assets New significant litigation A significant engineering issue or warranty claim The loss of a significant customer A significant governmental investigation, audit or review Changes in dividend policy Stock splits New equity or debt offerings Either positive or negative information may be material.

Therefore, Insiders may not engage in any of the following transactions, even if they do not possess material nonpublic information: Short sales of Tenneco stock. Transactions to hedge or offset the risks and benefits of ownership of Tenneco securities. Insiders may not engage in transactions that are designed to hedge or offset, or that have the effect of hedging or offsetting, any change in the value of Tenneco securities.

The prohibition includes the purchase or sale of options, warrants, puts, calls, prepaid variable forwards, equity swaps, collars, exchange funds and other derivatives.

The prohibition also applies to any other transaction that is designed to hedge or offset, or that has the effect of hedging or offsetting, any change in the value of Tenneco securities. This does not apply to your receipt of stock options or any other form of equity as part of a Company benefit plan.