The Compensation Committee Handbook, 4th Edition

APPENDIX A Selected SEC Rules, Regulations, Schedules, and Forms

This appendix is a summary listing of SEC regulations, schedules, and forms and stock exchange rules that directly or indirectly impact the duties and responsibilities of compensation committees. The full text of items marked with an asterisk (*) is reproduced following the summary listing.

Securities Act of 1933, as Amended

This is the federal law requiring full and fair disclosure and the use of a prospectus in connection with the offer and sale of securities.

Selected Relevant Rules under the Securities Act of 1933

• Rule 144—Persons Deemed Not to Be Engaged in a Distribution and Therefore Not Underwriters
• Rule 701—Exemption for Offers and Sales of Securities Pursuant to Certain Compensatory Benefit Plans and Contracts Relating to Compensation

Securities Exchange Act of 1934, as Amended

This is the federal law prohibiting manipulative and abusive practices in the issuance of securities; requires registration of stock exchanges, brokers, dealers, and listed securities; also requires disclosure of certain financial information and insider trading.

Selected Relevant Rules and Regulations under the Securities Exchange Act of 1934

• Rule 10b-5—Employment of Manipulative and Deceptive Devices
• Rule 10b5-1—Trading “On the Basis of” Material Nonpublic Information in Insider Trading Cases
• Rule 10b-18—Purchases of Certain Equity Securities by the Issuer and Others
• Rules 16a-1 through 16a-13—Reports of Directors, Officers, ...