Research In Motion
NASDAQ : RIMM
TSX : RIM

Research In Motion

September 29, 2010 19:35 ET

RIM Executives Adopt Automatic Securities Disposition Plans

WATERLOO, ONTARIO--(Marketwire - Sept. 29, 2010) - Research In Motion Limited ("RIM" or the "Company") (NASDAQ:RIMM)(TSX:RIM) today announced that Jim Balsillie and Mike Lazaridis, RIM's Co-Chief Executive Officers, have each adopted new automatic securities disposition plans ("ASDPs") in accordance with the Securities and Exchange Commission's Rule 10b5-1 ("Rule 10b5-1"), applicable Canadian provincial securities legislation, including the guidance under Ontario Securities Commission's Staff Notice 55-701 (the "Canadian Legislation"), and RIM's Insider Trading Policy.

Rule 10b5-1 and the Canadian Legislation permit insiders to adopt written ASDPs (generally referred to in the United States as "Rule 10b5-1 Plans") to sell, donate or otherwise transfer shares in the future (including upon exercise of stock options) according to the ASDP on an automatic basis regardless of any subsequent material non-public information they receive. Once an ASDP is established, the insider is not permitted to exercise any further discretion or influence over how dispositions will occur under the ASDP. RIM recognizes that insiders may have reasons unrelated to their assessment of a company or its prospects in determining to effect transactions in that company's common shares under an ASDP. These reasons might include, for example, charitable donations, tax and estate planning, the establishment of a trust, the balancing of assets and diversification of investments in an orderly manner, or other personal reasons. RIM also recognizes that many of its officers and employees have a substantial portion of their personal net worth represented by securities of the Company.

In addition to meeting the basic requirements of Rule 10b5-1 and Canadian Legislation, RIM has in place additional measures that are designed to conform with "best practices" relating to ASDPs. Those measures include the following: (i) ASDPs may only be adopted during a trading window; (ii) a waiting period of three months will generally be required between the adoption of the ASDP and the first disposition under the ASDP; (iii) an ASDP should generally have a duration of 12-24 months; (iv) the ASDP must contain meaningful restrictions on the ability of the insider to modify or terminate the ASDP; and (v) the ASDP should generally provide for regular sales of smaller amounts (relative to an insider's holdings) over a period of time rather than large sales during a short period of time after adoption of the ASDP. In addition, RIM's Insider Trading Policy requires all ASDPs to be pre-cleared by the Compensation, Nomination & Governance Committee (the "Committee") of RIM's Board of Directors, which is comprised of independent directors. The Committee will also consider such other "best practices" as they exist at the time an insider adopts an ASDP and may impose such additional requirements, or grant such exceptions, as it determines are necessary or appropriate.

The new ASDPs are summarized below:

Jim Balsillie – The objective of Mr. Balsillie's ASDPs is to facilitate the donation of 351,868 RIM shares to a registered charitable foundation established by Mr. Balsillie as well as the sale of 351,867 RIM shares by Mr. Balsillie over the term of the ASDPs. The RIM shares to be donated and sold by Mr. Balsillie are issuable upon the exercise of stock options granted to Mr. Balsillie and include 253,735 shares underlying stock options that will expire in January 2011. The foundation will immediately sell the shares received from Mr. Balsillie. Donations and sales under Mr. Balsillie's ASDPs will not commence until after the expiry of a waiting period. While Mr. Balsillie's ASDPs have a term of two years, it is currently expected that dispositions under the ASDPs will likely be completed within six months following the initial adoption of the ASDPs. Mr. Balsillie currently beneficially owns approximately 27.5 million RIM shares, including the shares that will be subject to the ASDP (determined in accordance with the rules of the Securities and Exchange Commission (the "SEC"), and including shares underlying stock options that are exercisable by Mr. Balsillie within 60 days). 

Mike Lazaridis – Mr. Lazaridis' ASDPs provide for the disposition of 1,050,000 RIM shares that are issuable upon exercise of stock options granted to Mr. Lazaridis, including 600,000 shares underlying stock options that will expire in January 2011. Of the 1,050,000 shares, 350,000 will be donated by Mr. Lazaridis to a registered charitable foundation established by Mr. Lazaridis and the remaining 700,000 shares will be sold over the term of the ASDPs, which generally provides for weekly dispositions, subject to certain volume and other limits. In addition, Mr. Lazaridis will effect weekly charitable donations under the ASDPs to the foundation, subject to volume limits and a limit order price, over the term of the ASDPs until the aggregate amount of such donations, together with the value of the donation of 300,000 of the shares issuable upon exercise of the stock options described above, equals Cdn$100 million. Mr. Lazaridis will also effect weekly sales under the ASDPs, subject to volume limits and a limit order price, until the aggregate amount of such sales, together with the proceeds from the sales of 600,000 of the shares issuable upon exercise of the stock options described above, equals Cdn$200 million. Donations and sales under Mr. Lazaridis' ASDPs will occur over the 18-month term of the ASDPs and will not commence until after the expiry of a waiting period. The foundation will immediately sell the shares received from Mr. Lazaridis. Mr. Lazaridis currently beneficially owns approximately 29.2 million RIM shares, including the shares that will be subject to the ASDPs (determined in accordance with the rules of the SEC, and including shares underlying stock options that are exercisable within 60 days).

Dispositions by the insiders under their respective ASDPs will be reported in accordance with applicable Canadian securities laws (RIM's insiders are exempt from filing insider reports under U.S. securities laws) and on Forms 144 filed with the SEC for sales on the Nasdaq Stock Market. Each such filing will bear a notation to advise readers that the dispositions relate to an ASDP.

Other insiders of the Company may from time to time adopt ASDPs during trading windows. RIM will issue a press release to announce the adoption of any other ASDPs by its directors or executive officers.

The RIM and Research In Motion families of related marks, images and symbols are the exclusive properties and trademarks of Research In Motion Limited and are registered with the U.S. Patent and Trademark Office and may be pending or registered in other countries. All other brands, product names, company names, trademarks and service marks are the properties of their respective owners.

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