CORPORATE CODE OF CONDUCT AND ETHICS

AMERICAN TECHNICAL CERAMICS CORP.

Preamble

It is the policy of American Technical Ceramics Corp. (the "Company") that each associate of the Company observe the highest standards of ethical behavior in the performance of his or her duties. It is the Company's belief that this policy will be more effectively carried out in practice if there is a clear expression and understanding of the types of conduct that would violate the Company's ethical standards. Accordingly, this Corporate Code of Conduct and Ethics (this “Code” or the “Code”) is being distributed to each associate to advise him or her of the various ethical and legal responsibilities that are imposed by federal, state, local and foreign laws and by the Company's policies affecting the performance of his or her duties. This Code also provides guidelines and procedures which, if followed, will assist each associate in the performance of his or her duties in an honest and ethical manner, and will help to avoid situations that could give rise to possible violations of business ethics and/or applicable law.

Each of us is responsible for conducting himself or herself in an ethical business manner and also to ensure that others do the same. If any one of us violates these standards, he or she can expect a disciplinary response, up to and including termination of any employment or other relationship with the Company, and possibly other legal action. If you become aware of any breach of this Code, you are obligated to report the breach to a member of the Compliance Committee, described in more detail below. By doing so, we ensure that the good faith efforts of all of us to comply with the Code are not undermined.

This Code is not intended to be all encompassing. Situations may arise that are not expressly covered by this Code or where the proper course of action is unclear. If such a situation arises, or if questions arise regarding the interpretation of policies contained in this Code, you should consult with a member of the Compliance Committee.

The Company also has adopted and may in the future adopt additional policies providing guidelines for the conduct of associates in specific areas of the Company's business. For example, several of the topics addressed in this Code are also addressed in the Company’s Employee Handbook, as it may be amended or supplemented from time to time. Such policies are intended to supplement and not to supersede the provisions of this Code.

Applicability

This Code is applicable to every associate, as defined below, of the Company. The term “associate” means every full and part-time employee of the Company or its subsidiaries, all members of the Company’s senior management, including the Company’s Chief Executive Officer and Chief Financial Officer, and each member of the Company’s Board of Directors, whether or not employed by the Company.

Implementation of the Code

The following questions and answers address the Company’s implementation of this Code. The Company has attempted to design procedures that ensure maximum confidentiality and, most importantly, freedom from the fear of retaliation for complying with and reporting violations under this Code.

Q: Who is responsible for administering, updating and enforcing the Code?

A: The Company’s Board of Directors shall appoint one or more Compliance Officers who together shall constitute the Compliance Committee. The Compliance Committee is responsible for administering, updating and enforcing the Code. Ultimately, the Board of Directors of the Company must ensure that the Compliance Committee fulfills its responsibilities.

The primary responsibilities of the Compliance Committee are to:

Develop the Code based on legal requirements, regulations and ethical considerations that are raised in the Company’s operations;
Ensure that the Code is distributed to all associates and that all associates acknowledge the principles of the Code;
Develop internal procedures to monitor and audit compliance with the Code;
Serve as point persons for reporting violations and asking questions under the Code;
Set up a mechanism for reporting of suspected violations of the Code by associates and refer, when appropriate, such reports to the Board of Directors (or a committee thereof designated by the Board for such purpose);
Conduct internal investigations, if appropriate, with the assistance of counsel, of suspected compliance violations;
Evaluate disciplinary action for associates who violate the Code;
In the case of more severe violations of the Code, make recommendations regarding disciplinary action to the Board of Directors or a committee thereof;
Evaluate the effectiveness of the Code and improve the Code; and
Revise and update the Code to respond to detected violations and changes in the law.

The Compliance Committee will provide a summary of any matter considered under the Code to the Board of Directors (or a committee thereof designated for such purpose) at the next scheduled meeting thereof, or sooner if warranted by the severity of the matter. All proceedings and the identity of the person reporting will be kept as confidential as practicable under the circumstances.

Q: How can I contact a member of the Compliance Committee?

A: The names and phone numbers of each member of the Compliance Committee are listed below. Any one of these individuals can assist you in answering questions or reporting violations or suspected violations under the Code.

Kathleen M. Kelly,

Vice President – Administration

(631) 622-4710

Andrew Perz,

Vice President - Controller

(631) 622-4754

Q: Do I have a duty to report violations under the Code?

A: Yes, participation in the Code and its compliance program is mandatory. You must immediately report any suspected or actual violation of the Code to a member of the Compliance Committee. The Company will endeavor to keep reports confidential to the fullest extent practicable under the circumstances. Failure to report suspected or actual violations is itself a violation of the Code and may subject you to disciplinary action, up to and including termination of employment or legal action.

Q: I’m afraid of being fired for raising questions or reporting violations under the Code. Will I be risking my job if I do?

A: The Code contains a clear non-retaliation policy, meaning that if you in good faith report a violation of the Code by the Company, or its agents acting on behalf of the Company, to a member of the Compliance Committee, the Company will undertake to protect you from being fired, demoted, reprimanded or otherwise harmed for reporting the violation, even if the violation involves you, your supervisor or senior management of the Company. The Company will endeavor to keep confidential any report you make to a member of the Compliance Committee to the extent practicable under the circumstances.

In addition, if you report a suspected violation under the Code which you reasonably believe constitutes a violation of a federal statute by the Company, or its agents acting on behalf of the Company, to a federal regulatory or law enforcement agency, you may not be reprimanded, discharged, demoted, suspended, threatened, harassed or in any manner discriminated against in the terms and conditions of your employment for reporting the suspected violation, regardless of whether the suspected violation involves you, your supervisor or senior management of the Company.

Q: How are suspected violations investigated under the Code?

A: When a suspected violation is reported to a member of the Compliance Committee, the Compliance Committee will gather information about the allegation by interviewing the associate reporting the suspected violation, the associate who is accused of the violation and/or any co-workers or associates of the accused associate to determine if a factual basis for the allegation exists. The reporting associate’s immediate supervisor will not be involved in the investigation if the reported violation involved that supervisor. The Company will endeavor to keep the identity of the reporting associate confidential to the fullest extent practicable under the circumstances.

If the report is not substantiated, the reporting associate will be informed and at that time will be asked for any additional information not previously communicated. If there is no additional information, the Compliance Committee will close the matter as unsubstantiated.

If the allegation is substantiated, the Compliance Committee will make a judgment as to the degree of severity of the violation and the appropriate disciplinary response. In more severe cases, the Compliance Committee will make a recommendation to the Board of Directors of the Company for its approval. The Board’s decision as to disciplinary and corrective action will be final. In the case of less severe violations, the Compliance Committee may refer the violation to the Human Resources Department for appropriate disciplinary action.

The Compliance Committee shall provide a summary of any matter considered under the Code to the Board of Directors (or a committee thereof designated for such purpose) at its next scheduled meeting, or sooner if warranted by the severity of the matter. The Company will endeavor to keep all proceedings and the identity of the reporting person as confidential as practicable under the circumstances.

Q: Do I have to participate in any investigation under the Code?

A: Your full cooperation with any pending investigation under the Code is a condition of your continued relationship with the Company. The refusal to cooperate fully with any investigation is a violation of the Code and grounds for discipline, up to and including termination.

Q: What are the consequences of violating the Code?

A: As explained above, associates who violate the Code may be subject to discipline, up to and including termination. Associates who violate the Code may simultaneously violate federal, state, local or foreign laws, regulations or policies. Such associates may be subject to prosecution, imprisonment and fines, and may be required to make reimbursement to the Company, the government or any other person for losses resulting from the violation. They also may be subject to punitive or treble damages depending on the severity of the violation and applicable law.

Q: What if I have questions under the Code or want to obtain a waiver under any provision of the Code?

A: Any member of the Compliance Committee can help answer questions you may have under the Code. Particularly difficult questions will be answered with input from the Compliance Committee as a whole. In addition, the Code provides information on how you may obtain a waiver from the Code. Waivers will be granted only in very limited circumstances. You should never pursue a course of action that is unclear under the Code without first consulting a member of the Compliance Committee, and, if necessary, obtaining a waiver from the Code.

Proper Use of Company Property

Proper protection and use of Company assets, including proprietary information, is a fundamental responsibility of each associate. The use of the Company’s funds, services or assets for an illegal or improper purpose is strictly prohibited. Associates must comply with security programs to safeguard assets against unauthorized use or removal, as well as against loss by criminal act or breach of trust.

The removal from the Company’s facilities of the Company’s property is prohibited unless authorized. This applies to furnishings, equipment and supplies, as well as property created or obtained by the Company for its exclusive use, such as customer lists, files, personnel information, reference materials and reports, computer software, data processing programs and data bases. (See also the Section in this Code relating to Confidential and Proprietary Information.) Neither originals nor copies may be removed from the Company’s premises or used for purposes other than the Company’s business without prior written authorization.

The Company’s products and services are its property. Contributions made by any associate to their development and implementation are the Company’s property and remain the Company’s property even if the individual resigns or his or her employment or other association with the Company is otherwise terminated.

Commitment to Company – Related Activities

Each employee has an obligation to use productively the time for which he or she receives compensation from the Company. Work hours should be devoted to activities directly related to the Company’s business, except for non-business activities authorized by a member of the Compliance Committee.

Each employee’s work for the Company must be his or her primary focus. Outside employment, such as a second job, must be kept entirely separate from the employee’s work for the Company. No employee may use Company time or the Company’s name, influence, credit, assets, materials or facilities, or services from other employees, for outside work unless it is for Company authorized community service or volunteer work. No employee may accept any offer to serve as a director, partner or consultant or in any managerial position or other form of employment or affiliation with any company that does business with the Company without first notifying the Compliance Committee in writing of his or her intent to do so and receiving approval for such activities. No management or supervisory level employee can accept any outside employment, and no other employee can accept outside employment with a competitor of the Company, while employed by the Company.

Conflicts of Interest

An associate should avoid any conflict of interest or appearance of a conflict of interest. A conflict of interest exists if an associate has a personal financial interest or other relationship that is or could be adverse to, or conflict with, the best interests of the Company. A conflict may exist irrespective of the individual's intentions. Such situations may arise if the loyalty of any associate to the Company is placed in jeopardy by an activity that may produce an actual or potential benefit to that person from a source outside the Company. All actual and potential conflicts must be disclosed immediately to a member of the Compliance Committee. Failure to do so is a violation of this Code.

In order to prevent conflicts or potential conflicts of interest, an associate's involvement in the following activities are prohibited, unless approved in advance by the Compliance Committee or, if the associate is an officer or director of the Company (or if it is otherwise appropriate under the circumstances), by the Board of Directors or stockholders of the Company in accordance with applicable law:

1. No associate or closely related family member shall have a significant financial interest in, or obligation to, an actual or potential customer, competitor or supplier of goods or services to, the Company.

2. No associate shall conduct business on the Company's behalf with a competitor or supplier of the Company if a closely related family member is a principal, officer or agent of such competitor or supplier.

3. No associate or closely related family member shall buy, sell or lease property from the Company or buy, sell or lease property in which the Company is or may be interested.

4. An associate should not perform services as an officer, director, employee, independent contractor, advisor or consultant for any actual or potential customer, competitor or supplier of the Company. Any other types of supplementary employment should be avoided if such outside employment could cause embarrassment to, jeopardize the interests of, or interfere with, the operations of the Company or adversely affect the individual's productivity or the productivity of fellow associates.

5. No associate may deprive the Company of a business opportunity, or divert a business opportunity to such associate's own benefit. If an associate becomes aware of an opportunity to acquire or profit from a business opportunity or investment in which the Company is or may consider participation or in which the Company may have an existing interest, the relevant facts should be disclosed to a member of the Compliance Committee and the opportunity first offered to the Company. An associate may only proceed to take advantage of such opportunity if the Company is unwilling or unable to take advantage of such opportunity and the Company does not object in writing to the associate's involvement in the business opportunity.

It is impossible to outline every situation that may give rise to a conflict of interest or an appearance of a conflict of interest. While the above examples are intended to provide associates with guidelines in order to assist them in avoiding conflicts, it is anticipated that other situations may occur which are not clear-cut violations of the conflicts of interest policy but are inconsistent with high standards of business ethics. If there is any doubt as to the application of this policy to a specific situation or transaction, the matter should be brought to the attention of any member of the Compliance Committee.

In addition, the Audit Committee of the Board of Directors will review and approve all related-party transactions, as required by the United States Securities and Exchange Commission (the “SEC”), the American Stock Exchange or any other regulatory body to which the Company is subject.

Confidential and Proprietary Information

No associate shall disclose to a third party or use for his or her own personal benefit confidential information. Confidential information includes, without limitation, information or data known or acquired relating the Company's decisions, planning, business strategy, competitive bids, existing or potential customers, competitors or suppliers, financial results or operations, or any other information that is of a confidential nature. This prohibition also applies to the confidential information of the Company's customers, suppliers and other parties with whom the Company does business. Associates should guard against the careless or inadvertent disclosure of any confidential information to customers, competitors, suppliers or persons engaged in any aspect of the securities business.

Proprietary information developed or acquired by the Company and its associates should not be disclosed by an associate and should be protected against theft and inadvertent loss. Proprietary information includes, without limitation, information relating to trade secrets, patents, research studies and results, manufacturing techniques and marketing strategies. Improper disclosure could destroy the value of such information to the Company and substantially weaken the Company's competitive position and could subject the Company to substantial liability to any third party licensor of such information.

The premature disclosure of information intended for public disclosure before the actual disclosure of such information is authorized by management is also prohibited. Such disclosure could result in the violation of laws, rules and regulations, and Company policies, regarding insider trading and subject the disclosing party to severe penalties. (See the Section in this Code relating to Insider Trading.) This prohibition applies specificially (but not exclusively) to inquiries about the Company that may be made by the financial press, investment analysts or others in the financial community. It is important that all such communications on behalf of the Company be through an appropriately designated officer under carefully controlled circumstances. Unless you are expressly authorized to the contrary, if you receive any inquiries of this nature, you should decline comment and refer the inquirer to Kathleen Kelly or Andrew Perz. Please review the Company’s separate Disclosure Policy, which governs all communication with people outside the Company.

Alcohol and Illegal Drugs

In order to best perform work assignments, associates must be free of the physical and psychological influences of drugs and alcohol. Reporting to work under the influence of any illegal drug or alcohol, having an illegal drug in one’s system, or using, possessing or selling illegal drugs while on Company time or business may result in immediate termination. The Company will employ pre-employment drug testing as a part of its business practices for enforcing a drug-free work environment. You should also refer to the Company’s Employee Handbook for additional information, policies and procedures with respect to this topic.

Harassment

Each associate has the right to work in an environment free from harassment. The Company will not tolerate verbal, nonverbal or physical conduct by any associate or person associated with the Company’s business activities (including suppliers and customers) which harasses, disrupts or interferes with another’s work performance or creates an intimidating, offensive, abusive or hostile work environment. This includes any and all incidents of harassment or workplace violence. Workplace violence includes robbery and other commercial crimes, domestic and stalking cases, violence directed at the associate, terrorism and hate crimes committed by past or current associates and/or family members, customers, suppliers and other third parties. As part of the Company’s commitment to a safe workplace for its associates, the Company prohibits the possession of firearms, other weapons, explosive devices or other dangerous materials on Company premises or while conducting Company business. You should also refer to the Company’s Employee Handbook for additional information, policies and procedures with respect to this topic.

Compliance with Laws Generally

The Company, through the actions of its associates, strives to conduct its business and affairs in compliance with all applicable federal, state and local laws, rules and regulations, as well as the laws, rules and regulations of any foreign country in which the Company conducts business. All associates must take an active role in being knowledgeable of and ensuring compliance with all such laws, rules and regulations that pertain to the activities they perform on behalf of the Company.

Unfair Competition and Compliance with Antitrust Laws

Although the free enterprise system is based upon competition, rules have been imposed stating what can and what cannot be done in a competitive environment. Federal and state antitrust laws are intended to preserve the free enterprise system by ensuring that competition is the primary regulator of the economy. Every corporate decision that involves customers, competitors and business planning with respect to output, sales and pricing raises antitrust issues. Compliance with the antitrust laws is in the public interest, in the interest of the business community at large, and in the Company’s interest. Failing to recognize antitrust risk is costly. Antitrust litigation can be very expensive and time-consuming. Moreover, violations of the antitrust laws can, among other things, subject the Company to the imposition of injunctions, treble damages, and heavy fines. Criminal penalties may also be imposed, and individual employees can receive heavy fines or even be imprisoned. For this reason, antitrust compliance should be taken seriously at all levels within the Company.

A primary focus of antitrust laws is on dealings between competitors. In all interactions with actual or potential competitors, all associates must follow these rules:

1. Never agree with a competitor or a group of competitors to charge the same prices or to use the same pricing methods, to allocate services, customers, private or governmental contracts or territories, to boycott or refuse to do business with a provider, vendor, payor or any other third party, or to refrain from the sale or marketing of, or limit the supply of, particular products or services.

2. Never discuss past, present or future prices, pricing policies, bundling, discounts or allowances, royalties, terms or conditions of sale, costs, choice of customers, territorial markets, production quotas, allocation of customers or territories, or bidding on a job with a competitor.

3. Be careful of your conduct. An “agreement” that violates the antitrust laws may be not only a written or oral agreement, but also a “gentlemen’s agreement” or a tacit understanding. Such an “agreement” need not be in writing. It can be inferred from conduct, discussions or communications of any sort with a representative of a competitor.

4. Make every output-related decision (pricing, volume, etc.) independently, in light of costs and market conditions and competitive prices.

5. Carefully monitor trade association activity. These forums frequently create an opportunity for competitors to engage in antitrust violations.

In addition, the following practices can lead to liability for “unfair competition” and should be avoided. They are violations of the Code.

Disparagement of Competitors. It is not illegal to point out weaknesses in a competitor’s service, product or operation; however, associates may not spread false rumors about competitors or make misrepresentations about their businesses. For example, an associate may not pass on anecdotal or unverified stories about a competitor’s products or services as the absolute truth (e.g., the statement that “our competitors’ products are of poor quality”).

Disrupting a Competitor’s Business. This includes bribing a competitor’s employees, posing as prospective customers or using deceptive practices such as enticing away employees in order to obtain secrets or destroy a competitor’s organization. For example, it is not a valid form of “market research” to visit a competitor’s place of business posing as a customer.
Misrepresentations of Price and Product. Lies or misrepresentations about the nature, quality or character of the Company’s services and products are both illegal and contrary to Company policy. An associate may only describe the Company’s services and products based on their documented specifications, not based on anecdote or his or her belief that the Company’s specifications are too conservative.

Finally, associates should immediately inform a member of the Compliance Committee if local, state or federal law enforcement officials request information from the Company concerning its operations.

Compliance with Copyright Laws

The Company respects the intellectual property rights of others, including their copyrights. Violation of copyright laws is a federal offense and carries with it severe sanctions, including fines and, possibly, imprisonment. No associate may duplicate, distribute or incorporate copyrighted works of others into the Company’s works, whether electronically or by conventional means, unless appropriate permissions are obtained from the owners of such works.

Compliance with Environmental Laws

The Company is committed to conducting its business in compliance with all applicable federal, state and local environmental laws, rules and regulations, and the laws, rules and regulations of each foreign jurisdiction in which it conducts business. Associates are responsible for complying with these laws, rules and regulations (and the policies and procedures adopted by the Company in order to facilitate such compliance) as they pertain to the activities they perform on behalf of the Company. Any violations or potential violations of these laws, rules, regulations, policies or procedures detected by any associate should be reported at once to the associate’s immediate supervisor.

Equal Employment Opportunity

The Company is committed to the principles of equal employment opportunity and will comply with all laws, rules, regulations and policies relating to non-discrimination in all of our personnel actions. Such actions include hiring, layoffs, benefits, transfers, terminations, recruiting, compensation, corrective action, recalls and promotions. Opportunities will be extended to all associates without regard to race, color, religion, national origin, sex, sexual orientation, age, disability or veteran status. You should also refer to the Company’s Employee Handbook for additional information and policies with respect to this topic.

Compliance with Health and Safety Laws

The Company strives to keep the workplace as free of risk to its associates as commercially possible and to comply with all applicable laws, rules and regulations relating to the health and safety of its associates. Each associate must follow all of the safety rules and procedures for his or her department and take action when necessary to protect themselves and their co-workers from harm. All workplace related accidents, no matter how small, should be reported at once to the immediate supervisor. The same applies to any unsafe conditions or practices that may be observed so that timely, corrective action may be taken to resolve those issues.

Accurate and Complete Accounting

Under law, the Company is required to keep books, records and accounts that accurately and fairly reflect all transactions, dispositions of assets and other events that are the subject of specific regulatory record keeping requirements, including generally accepted accounting principles and other applicable rules, regulations and criteria for preparing financial statements and for preparing periodic reports filed with the SEC. All Company reports, accounting records, sales reports, expense accounts, invoices, purchase orders and other documents must accurately and clearly represent the relevant facts and the true nature of transactions. Reports and other documents should state all material facts of a transaction and not omit any information that would be relevant in interpreting such report or document. Under no circumstance may there be any unrecorded liability or fund of the Company, regardless of the purposes for which the liability or fund may have been intended, or any improper or inaccurate entry knowingly made on the books or records of the Company. No payment on behalf of the Company may be approved or made with the intention, understanding or awareness that any part of the payment is to be used for any purpose other than that described by the documentation supporting the payment. In addition, intentional accounting misclassifications (e.g., expense versus capital) and improper acceleration or deferral of expenses or revenues are unacceptable reporting practices that are expressly prohibited.

The Company has developed and maintains a system of internal controls to provide reasonable assurance that transactions are executed in accordance with management’s authorization, are properly recorded and posted, and are in compliance with regulatory requirements. The