Pladeo Corp. 8-K


Exhibit 10.7



 


THE
MARYJANE GROUP, INC.


2014
INSIDER TRADING POLICY 


I.
INTRODUCTION


“Insider
trading” refers generally to buying or selling a security, in breach of a fiduciary duty or other relationship of trust and
confidence, while in possession of material, nonpublic information about the security. Insider trading violations may also include
“tipping” such information, securities trading by the person “tipped,” and securities trading by those
who misappropriate such information.


The
scope of insider trading violations can be wide reaching. The Securities and Exchange Commission (the “SEC”)
has brought insider trading cases against corporate officers, directors, and employees who traded the corporation’s securities
after learning of significant, confidential corporate developments; friends, business associates, family members, and other “tippees”
of such officers, directors, and employees who traded the securities after receiving such information; employees of law, banking,
brokerage, and printing firms who were given such information in order to provide services to the corporation whose securities
they traded; government employees who learned of such information because of their employment by the government; and other persons
who misappropriated, and took advantage of, confidential information from their employers.


Consequently,
an “insider” can include officers, directors, major stockholders and employees of an entity whose securities are publicly
traded. In general, an insider must not purchase or sell that entity's securities for personal gain if that person possesses material,
nonpublic information about the entity. In addition, an insider who is aware of material, nonpublic information must not disclose
such information to family, friends, business or social acquaintances, employees or independent contractors of the entity (unless
such employees or independent contractors have a position within the entity giving them a clear right and need to know), and other
third parties. An insider is responsible for assuring that his or her family members comply with insider trading laws.
An insider may purchase or sell that entity's securities in the market or may discuss material information only after the material
information has been made public.


II.
PENALTIES; SANCTIONS


General.
Violation of the prohibition on purchases and sales by insiders can result in a prison sentence and civil and criminal fines for
the individuals who commit the violation, and civil and criminal fines for the entities that commit the violation.


The
MaryJane Group, Inc. (the “Company”) can be subject to a civil monetary penalty even if the directors, officers
or employees who committed the violation concealed their activities from the Company.


Civil
Sanctions. Persons who violate insider trading laws may become subject to an injunction and may be forced to disgorge any profits
gained or losses avoided. The civil penalty for a violator may be an amount up to three times the profit gained or loss avoided
as a result of the insider
trading violation.




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The
Company (as well as other natural or non-natural persons who are deemed to be controlling persons of the violator) faces a civil
penalty not to exceed the greater of $1,000,000 or three times the profit gained or loss avoided as a result of the violation if
the Company knew or recklessly disregarded the fact that the controlled person was likely to engage in the acts constituting the
insider trading violation and failed to take appropriate steps to prevent the acts before they occurred.


In
addition, persons who traded contemporaneously with, and on the other side of, the insider trading violator may sue the violator
and the controlling persons of the violator to recover the profit gained or loss avoided by the violator.


III.
POLICY STATEMENT


Illegal
insider trading is against the policy of the Company. Such trading can cause significant harm to the reputation for integrity and
ethical conduct of the Company. Individuals who fail to comply with the requirements of this Insider Trading Policy are subject
to disciplinary action, at the sole discretion of the Company, including dismissal for cause.


IV.
WHAT IS MATERIAL, NONPUBLIC INFORMATION?


Nonpublic,
or inside, information about the Company that is not known to the investing public may include, among other things, strategic plans;
significant capital investment plans; negotiations concerning acquisitions or dispositions; major new contracts (or the loss of
a major contract); other favorable or unfavorable business or financial developments, projections or prospects; a change in control
or a significant change in management; impending securities splits, securities dividends or changes in dividends to be paid; a
call of securities for redemption; and, most frequently, financial results.


All
information about the Company is considered nonpublic information until it is disseminated in a manner calculated to reach the
securities marketplace through recognized channels of distribution and public investors have had a reasonable period of
time to react to the information. Generally, information which has not been available to the investing public for at least two
(2) full business days is considered to be nonpublic. Recognized channels of distribution include annual reports, prospectuses,
press releases, marketing materials, and publication of information in prominent financial publications, such as The Wall Street
Journal.


Nonpublic
information is material if it might reasonably be expected to affect the market value of the securities and/or influence investor
decisions to buy, sell or hold securities. If a person feels the information is material, it probably is. Moreover, it should be
remembered that plaintiffs who challenge and judges who rule on particular transactions have the benefit of hindsight.


If
a person is in doubt as to whether information is public or material, that person should wait until the information becomes public,
or should refer questions to Joel Schneider, Chief Executive Officer, who has been designated to act as the Compliance Officer
(herein so called).




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V.
HANDLING OF INFORMATION


The
Company’s records must always be treated as confidential. Items such as interim and annual financial statements, managed
assets information and similar information are proprietary (that is, information pertaining to and used exclusively by the Company),
and proprietary information must not be disclosed or used for any purpose other than for Company business. All Company policies
and procedures designed to preserve and protect confidential information must be strictly followed at all times.


No
director, officer or employee of the Company shall at any time make any recommendation or express any opinion as to trading in
the Company’s securities.


Information
learned about other entities in a special relationship with the Company, such as acquisition negotiations, is confidential and
must not be given to outside persons without proper authorization.


All
confidential information in the possession of a director, officer or employee is to be returned to the Company at the termination
his or her relationship with the Company.


VI.
TRADING IN THE COMPANY AND OTHER SECURITIES


General
Rule. Directors, officers and employees of the Company shall not effect any purchase or sale transactions in the Company’s
securities at any time (even during Trading Window Periods discussed below) if they possess material, nonpublic information about
the Company. This restriction generally does not apply to the exercise of stock options under the Company’s stock option
or deferred compensation plans, but would apply to the sale of any shares acquired under such plans. The provisions set forth in
this Paragraph VI and all other provisions of this Insider Trading Policy shall equally apply to the directors, officers and employees
of any subsidiary of the Company.


Pre-Clearance
by Compliance Officer. Every director, officer or employee of the Company shall advise the Compliance Officer before
he or she effects any purchase or sale transaction in the Company’s securities. This shall be done by submitting
a completed Trading Approval Form, attached as Exhibit A, to the Compliance Officer. The Compliance Officer shall advise
such director, officer or employee whether the proposed purchase or sale transaction is permissible under this Insider Trading
Policy by making the appropriate indication and countersigning the Trading Approval Form.


Trading
Window Periods. Investment by the Company’s directors, officers or employees in Company securities is encouraged, so
long as such persons do not purchase or sell such securities in violation of this Insider Trading Policy. In furtherance of the
goals underlying the Company’s Insider Trading Policy, the Company’s directors, officers (those required to make filings
under Section 16 of the Securities Exchange Act of 1934) and all employees at the Vice President level and above, as well as all
employees in the accounting group are prohibited from buying or selling Company securities at all times, except during the period
extending from the third (3rd) through the thirteenth (13th) business day following the release of the Company’s
earnings for the immediately preceding fiscal period to the public (the “Trading
Window Period”). The prohibition on trading in Company securities by such persons at all times other than the
Trading Window Period is




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designed
to prevent any inadvertent trading by such persons in the Company’s securities during times when there may be material financial
information about the Company that has not been publicly disclosed. The grant or exercise of stock options to purchase the Company’s
stock is permitted outside Trading Window Periods (although any sale of such stock outside Trading Window Periods is prohibited
unless such sale is made pursuant to an approved Rule 10b5-1 Trading Plan or other exceptions, as discussed below).


Black-out
Communications. In addition to the foregoing restrictions, the Company reserves the right to issue “black-out notices”
to specified persons when material, nonpublic information exists. Any person who receives such a notice shall treat the notice
as confidential and shall not disclose its existence to anyone else.


Trading
in Securities of Other Entities. In addition, no director, officer or employee of the Company shall effect any purchaser or
sale transaction in the securities of another entity, the value of which is likely to be affected by actions of the Company that
have not yet been publicly disclosed. Please note that this provision is in addition to the restrictions on trading in securities
of other entities set forth in the Code of Ethics of the Company.


Applicability
to Family Members. The foregoing restrictions on trading are also applicable to family members’ accounts, accounts subject
to the control of personnel subject to this Insider Trading Policy or any family member, and accounts in which personnel subject
to this Insider Trading Policy or any family member has any beneficial interest, except that the restrictions on trading do not
apply to accounts where investment decisions are made by an independent investment manager in a fully discretionary account. Personnel
subject to this Insider Trading Policy are responsible for assuring that their family members comply with the foregoing restrictions
on trading. For purposes of this Policy, “Family Members” include one’s spouse and all members of the
family who reside in one’s home.


Exceptions.
Notwithstanding the restrictions stated in this Paragraph VI, such restrictions shall not apply to the purchase or sale of the
Company's securities made by the persons covered hereby who have entered into a written trading plan that complies with Rule 10b5-1
of the Exchange Act and has been approved by the Compliance Officer or when such purchases or sales are private placements and
otherwise comply with SEC regulations. In addition, other than for those required to make Section 16 filings, the Trading Window
Periods will not apply to employees on shares they own other than those acquired through exercise of options under the Company’s
Stock Incentive Plans as long as the employee does not have any material inside information.


VII.
INVESTIGATIONS; SUPERVISION


If
any person subject to this Insider Trading Policy has reason to believe that material, nonpublic information of the Company has
been disclosed to an outside party without authorization, that person should report this to the Compliance Officer immediately.


If
any person subject to this Insider Trading Policy has reason to believe that an insider of the Company or someone outside of the
Company has acted, or intends to act, on inside information, that person should report this to the Compliance Officer immediately.






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If
it is determined that an individual maliciously and knowingly reports false information to the Company with intent to do harm to
another person or the Company, appropriate disciplinary action will be taken according to the severity of the charges, up to and
including dismissal. All such disciplinary action will be taken at the sole discretion of the Company.


VIII.
LIABILITY OF THE COMPANY


The
adoption, maintenance and enforcement of this Insider Trading Policy is not intended to result in the imposition of liability upon
the Company for any insider trading violations where such liability would not exist in the absence of this Insider Trading Policy.


Questions.
All questions regarding this Insider Trading Policy should be directed to Joel Schneider, Chief Executive Officer, who has been
designated to act as the Compliance Officer. 


This
Policy is dated as of the first date set forth above and supersedes any previous policy of the Company concerning insider trading.


CONFIRMATION


 


I
HEREBY ACKNOWLEDGE THAT I HAVE RECEIVED, HAVE READ AND UNDERSTAND THE FOREGOING POLICIES OF THE COMPANY.


 


	Date:	 	 	 	 
		 		Signature



	 
	 	 	 	 	 
	 	 	 	 	 
		 		Print
                                         Name	 




 


 




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EXHIBIT
A


 


Submitted Pursuant
to:


 


THE MARYJANE
GROUP, INC. INSIDER TRADING POLICY


 


PRE-CLEARANCE
PURCHASE AND SALE APPROVAL FORM


 


 


I, __________________________________________________(name),
seek pre-clearance to engage in the transaction described below:


 


Acquisition or Disposition
(circle one)


 


	Name:	 	______________________________________________
	 	 	 
	Account Number:	 	______________________________________________
	 	 	 
	Date of Request:	 	______________________________________________
	 	 	 
	Amount or # of Shares:	 	______________________________________________
	 	 	 
	Broker:	 	______________________________________________
	 	 	 




 





I hereby certify that, to the best of my knowledge, the transaction
described herein is not prohibited by the Insider Trading Policy.


 




	Signature:		 	Print Name:	 	 



 


 


Approved or Disapproved
(circle one)


 


	Date of Approval:	 	 	 	 	 
	 	 	 	 	 	 
	Signature:		 	Print Name:	 	 
	 	 	 	 	 	 



 


	Compliance Officer Approval:	 	 



 


 


 


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