I.

Adoption of Insider Trading Policy.

II.

Designation of Certain Persons.

A.

Section 16 Individuals. The Company has determined that those persons listed on Exhibit A as attached are the directors and officers who are subject to the reporting and liability provisions of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations promulgated thereunder (“Section 16 Individuals”). Exhibit A will be amended from time to time as appropriate to reflect the election of new officers or directors, any change in function of current officers and the resignation or departure of current officers or directors.

B.

Other Persons. The Company has determined that Regional and Market Presidents, Division Managers, and Regional Retail Managers listed in Exhibit A (together with the Section 16 Individuals, “Insiders”) should be subject to the preclearance requirement described in Section IV.A. below. The Company believes that, in the normal course of their duties, such persons may have, or are likely to have, regular access to Inside Information. Under special circumstances, other employees, consultants or related persons may come to have access to Inside Information for a period of time. During such period, such persons should also be subject to the preclearance procedure described below.

III.

Appointment of Insider Trading Compliance Officer.

IV.

Duties of Insider Trading Compliance Officer.

A.

Preclearing all transactions involving the Company’s securities by those individuals listed on Exhibit A and Regional and Market Presidents, Division Managers, and Regional Retail Managers of the Company, in order to determine compliance with the Policy, insider trading laws, Section 16 of the Exchange Act and Rule 144 promulgated under the Securities Act of 1933, as amended.

B.

Assisting in the preparation and filing of Section 16 reports (Forms 3, 4, and 5) for all Section 16 Individuals.

C.

Maintaining as Company records originals or copies of all documents required by the provisions of this Policy and the procedures set forth herein, and copies of all required SEC reports relating to insider trading, including, without limitation, Forms 3, 4 and 5 and Schedules 13D and 13G.

D.

E-mailing quarterly reminders to all Section 16 Individuals regarding their obligations to report.

E.

Performing periodic cross-checks of available materials, which may include Forms 3, 4 and 5, Form 144, officer and director questionnaires, and reports received from the Company’s stock administrator and transfer agent, to determine trading activity by officers, directors, employees and others who have, or may have, access to Inside Information.

F.

Circulating the Policy to all current employees, including Section 16 Individuals, on an annual basis, and providing the Policy and other appropriate materials to new officers, directors, employees and others who have, or may have, access to Inside Information.

G.

Assisting the Company’s Board of Directors in implementation and enforcement of the Policy.

H.

Coordinating with Company counsel regarding compliance activities with respect to SEC Rule 144 requirements.

I.

Designating and announcing special blackout periods during which no director, officer or employee may trade in the Company’s securities.

J.

Responding to all inquiries relating to this Policy and its procedures.

K.

Proposing recommendations for revisions to the Policy to the Board of Directors as necessary to reflect changes in insider trading laws, regulations or rules of any federal or state governmental body or the NASDAQ Stock Market.

1.

Trading on Material Nonpublic Information.  No director, officer or employee of, or employee of, or consultant or contractor to, the Company, and no member of the immediate family or household of any such person, shall engage in any transaction involving a purchase or sale of the Company’s securities, including any offer to purchase or offer to sell or gift, during any period commencing with the date that he or she possesses Material Nonpublic Information concerning the Company, and ending at the close of business on the second Trading Day following the date of public disclosure of that information, or at such time as such nonpublic information is no longer material. As used herein, the term “Trading Day” shall mean a day on which the NASDAQ stock exchange is open for trading.

2.

Tipping. No Insider shall disclose (“tip”) Material Nonpublic Information to any other person (including family members, analysts, individual investors and members of the investment community and news media), unless required as part of that person’s regular duties for the Company and authorized by the Insider Trading Compliance Officer (“ITCO”). In any instance in which such information is disclosed to outsiders, the Company will take such steps as are necessary to preserve the confidentiality of the information, including requiring the outsider to agree in writing to comply with the terms of this Policy and/or to sign a confidentiality agreement. All inquiries from outsiders regarding Material Nonpublic Information about the Company must be forwarded to the ITCO. No Insider or related person shall make recommendations or express opinions on the basis of Material Nonpublic Information as to trading in the Company’s securities. The Company strongly discourages all directors, officers and employees from giving trading advice concerning the Company to third parties even when they do not possess Material Nonpublic Information about the Company.

3.

Confidentiality of Nonpublic Information. Nonpublic information relating to the Company is the property of the Company and the unauthorized disclosure of such information is forbidden.

1.

Liability for Insider Trading. Insiders may be subject to penalties of up to $5,000,000 and up to 20 years in jail for engaging in transactions in the Company’s securities at a time when they have knowledge of nonpublic information regarding the Company.

2.

Liability for Tipping.  Insiders may also be liable for improper transactions by any person (commonly referred to as a “tippee”) to whom they have disclosed nonpublic information regarding the Company or to whom they have made recommendations or expressed opinions on the basis of such information as to trading in the Company’s securities. The Securities and Exchange Commission (the “SEC”) has imposed large penalties even when the disclosing person did not profit from the trading. The SEC, the stock exchanges and the Financial Industry Regulatory Authority use sophisticated electronic surveillance techniques to uncover insider trading.

3.

Possible Disciplinary Actions.  Violation of this Policy or federal or state insider trading or tipping laws by any director, officer or employee, or their family members, may subject the director to dismissal proceedings and the officer or employee to disciplinary action by the Company up to and including ineligibility for future participation in the Company’s equity incentive plans or termination of employment. All incidents and actions that are not in line with this Policy must be reported to the ITCO. The ITCO shall have the authority to make a determination as to whether the policies and procedures set forth in this Policy have been violated and, if so, the action to be taken by the Company.

1.

Mandatory Trading Window for Officers, Directors and Certain Employees, Recommended For All Employees.  The period beginning one month before the end of each quarter and ending two Trading Days following the date of public disclosure of the financial results for that quarter, is a particularly sensitive period of time for transactions in the Company’s stock from the perspective of compliance with applicable securities laws. This sensitivity is due to the fact that officers, directors and certain other employees will, during that period, often possess Material Nonpublic Information about the expected financial results for the quarter.

2.

Preclearance of Trades. The Company has determined that Section 16 Individuals, Regional and Market Presidents, Division Managers, and Regional Retail Managers should refrain from trading in the Company’s securities, even during the trading window, without first complying with the Company’s “preclearance” process. Each of these Insiders should contact the Company’s ITCO prior to commencing any trade in the Company’s securities including but not limited to purchases, sales and gifts. The Company may find it necessary, from time to time, to require compliance with the preclearance process from certain employees, consultants and contractors other than and in addition to Insiders. If for any reason the trade is not completed within the two business days after the date of approval, clearance must be obtained again before the securities may be traded. If the person trading is the ITCO, then the foregoing approvals must be given by the Chief Executive Officer of the Company.

3.

Individual Responsibility.  Every officer, director and employee has the individual responsibility to comply with this Policy against insider trading, regardless of whether the Company has a mandatory trading window for the Insider or any other Insiders of the Company. The guidelines set forth in this Policy are guidelines only, and appropriate judgment should be exercised in connection with any trade in the Company’s securities.

4.

Exceptions.  Rule 10b5-1(c) under the Exchange Act provides an affirmative defense against insider trading liability under federal securities laws for a transaction done pursuant to “blind trusts” (generally, trusts or other arrangements in which investment control has been completely delegated to a third party, such as an institutional or professional trustee) or pursuant to a written plan, or a binding contract or instruction, entered into in good faith at a time when the insider was not aware of Material Nonpublic Information (in each case, a “10b5-1 Plan”), even though the transaction in question may occur at a time when the person is aware of Material Nonpublic Information. The Company may, in appropriate circumstances, approve the use of a 10b5-1 Plan by an Insider for which transactions involving the Company’s securities may take place while the Insider may be in possession of Material Nonpublic Information.

Topic

Standards and Guidelines

No Possession of Material Nonpublic Information:

You must not be in possession of material nonpublic information about the Company or its securities at the time of adoption, modification, or termination of a 10b5-1 Plan

Good Faith Requirement:

The 10b5-1 Plan must be entered into in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1, and you must act in good faith with respect to such plan throughout the term of the plan

Representation by Section 16 Individuals Regarding No Possession of Material Nonpublic Information:

A 10b5-1 Plan for a Section 16 Individual must include a representation certifying that, on the date of plan adoption, you (i) are not aware of any material nonpublic information about the security or the Company, and (ii) are adopting the plan in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b5-1

Cooling Off Period for Section 16 Individuals (i.e., Period Between Adoption/Amendment and First Trade Under Plan):

Later of (i) 90 days following 10b5-1 Plan adoption or modification, or (ii) 2 trading days following disclosure in a Form 10-Q or Form 10-K of the Company’s financial results for the completed fiscal quarter in which the 10b5-1 Plan was adopted or modified (but not to exceed 120 days after plan adoption or modification)

Cooling Off Period for other employees (non‑Section 16 Individuals):

30 days following 10b5-1 Plan adoption or modification

Multiple Overlapping Plans:

Not permitted unless approved by the ITCO

Trades Outside the Plan:

Once an approved 10b5-1 Plan is established, transactions outside the plan are discouraged and must be pre-approved by the ITCO

Single-Trade Plans:

Permitted once every 12 months

Notification of Modification, Termination or Suspensions:

Once an approved 10b5-1 Plan is established, modifications, terminations and/or suspensions are prohibited by employees other than when the employee does not possess material, non-public information and for Section 16 Individuals, during a trading window and then only if approved by the ITCO.

Disclosure of 10b5-1 Plans:

Section 16 Individuals are advised that the adoption, modification, termination, and/or suspension of an approved 10b5-1 Plan will be disclosed publicly through Form 10-K and Form 10-Q filings with the SEC. Accordingly, Section 16 Individuals shall promptly provide the ITCO with executed copies of all plans, modifications, terminations and suspensions.

5.

Special and Prohibited Transactions.  The Company considers it improper and inappropriate for those employed by or associated with the Company to engage in short-term or speculative transactions in the Company’s securities or in other transactions in the Company’s securities that may lead to inadvertent violations of the insider trading laws. Accordingly, your trading in Company securities is subject to the following special and prohibited transactions.

●

Financial results, especially quarterly and year-end earnings, and significant changes in financial performance or liquidity

●

Projections of future earnings or losses and strategic plans

●

Significant loan losses

●

News of a pending or proposed merger, acquisition or joint venture

●

News of the disposition of a subsidiary or sale of Company assets

●

Significant cybersecurity incidents

●

Authorization by the Company’s Board of a new stock repurchase program

●

Gain or loss of a substantial customer

●

Changes in dividend policy

●

Stock splits

●

New equity or debt offerings

●

Actual or threatened significant litigation, or the resolution of such litigation

●

Major changes in senior management, directors or accountants

●

New major contracts, buyers or financial services, or the loss thereof

1.

Employee Stock Purchase Plans.  The trading prohibitions and restrictions set forth in this Policy do not apply to periodic contributions by the Company or employees to employee benefit plans (e.g., 401(k) plans) which are used to purchase Company securities pursuant to the employees’ advance instructions. The trading restrictions do apply to your sales or purchases or gifts of Company stock purchased under the plan. Periodically, officers and employees are given an opportunity to make purchases or sales of Company stock in their 401(k) plan. This occurs during a trading window and is the only opportunity to make changes in 401(k) holdings of Company stock. Changes in the employee’s instructions to purchase or sell Company stock will not be allowed once the order has been placed.

2.

Stock Options.  Insiders may exercise stock options for cash, or through cashless exercise through the Company without the use of a broker, without prior approval, but must provide notice to the ITCO prior to any such exercise. The trading prohibitions and restrictions set forth in this Policy do apply, however, to any sale of the underlying stock or to a cashless exercise of the option through a broker, as this entails selling a portion of the underlying stock to cover the costs of exercise.

Date