Section 306(a) of the Sarbanes-Oxley Act of 2002 (the "Act") prohibits insider trades during certain blackout periods. On January 15, 2003, the SEC adopted Regulation BTR to clarify Section 306(a) and to help prevent evasion of the provisions of Section 306(a). Both Section 306(a) and Regulation BTR were effective January 26, 2003.

Specifically, Section 306(a) of the Act prohibits directors or executive officers of an issuer of any equity security, other than an exempted security, directly or indirectly, from purchasing, selling or otherwise acquiring or transferring any equity security of that issuer (other than an exempted security) during any blackout period with respect to such equity security if such director or executive officer acquires the equity security in connection with his or her service or employment as a director or officer. Those terms and phrases are discussed under separate headings below, all of which must apply before there is a violation of Section 306.