Amendment or Waiver to Code of Ethics
Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics. On March 18, 2008, the Board of Directors of Ceradyne, Inc. (the "Company") approved an amendment and restatement of the Company's Code of Business Conduct and Ethics (the "Code"). The amended Code became effective on March 18, 2008. Among other things, the amended Code:
• Provides additional detail with respect to the obligations and responsibilities of the Company's employees under the Code, including, among other things, conflicts of interests, insider trading in securities, and the accuracy and integrity of books and records of the Company;
• Establishes additional obligations and responsibilities with respect to, among other things, compliance with governmental laws of countries in which the Company conducts business, as well as compliance with provisions of the United States Foreign Corrupt Practices Act, food and drug laws, antitrust laws, and environmental laws;
• Prohibits or restricts political contributions in federal, state and local elections in the United States, and in other countries;
• Establishes special ethical obligations of the Chief Financial Officer and all members of the Company's Finance Department; and
• Provides grounds for disciplinary action, including, among others, authorization or participation in actions that violate the Code, and failure to report a violation of the Code.
A copy of the Code, as amended and restated, is filed as Exhibit 14.1 to this report and is incorporated herein by reference. Item 9.01. Financial Statements and Exhibits.
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