For purposes of this Policy, references to “trade” or “trading” in Keysight securities includes buying or selling Keysight shares in the open market; selling shares that were purchased under the Keysight employee stock purchase plan or issued upon exercise of a Keysight employee stock option; and transferring funds to or from a Keysight stock fund account in a Keysight U.S. 401(k) plan. It also includes, among other things, gifts of Keysight securities, as well as other direct or indirect transfers of Keysight securities.
Prohibited trading does not include purchases of Keysight stock through the Keysight employee stock purchase plan or purchases, without sale, of shares through exercise of a Keysight stock option. Additionally, prohibited trading does not include transfers by will or the laws of descent or distribution and, provided that prior written notice is provided to the Corporate
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Secretary or Assistant Secretary, distributions or transfers (such as certain tax planning or estate planning transfers) that effect only a change in the form of beneficial interest without changing the pecuniary interest of the person in Keysight securities.
Written Trading Plans and Limit Orders
The foregoing restrictions on trading, including the earnings trading window restrictions, do not apply to transactions which are executed pursuant to the terms of a qualified Rule 10b5-1 trading plan. To qualify as a 10b5-1 trading plan for purposes of this Policy, the plan must be pre-cleared by the Corporate Secretary or Assistant Secretary and entered into when the earnings trading window is open and when the employee is not aware of any material non-public information and otherwise comply with the requirements and procedures set forth in Appendix A hereto. It is the Company’s general policy to clear the use of Rule 10b5-1 trading plans by those employees who are subject to the earnings trading window restrictions, or who otherwise as a result of their position with the Company, are regularly in possession of material inside information.