**Exhibit 14**

 

 

**CODEOF ETHICS**

**FOR**

**DIRECTORS,OFFICERS AND EMPLOYEES**

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**1.**             **Purpose.**

 

The Board of Directors(the “Board”) of Aftermarket Technology Corp. (the “Company”) has adopted thefollowing Code of Ethics (this “Code”) to apply to the Company’s directors,officers and employees.  This Code isintended to focus directors, officers and employees on areas of ethical risk,provide guidance to help them recognize and deal with ethical issues, providemechanisms to report unethical conduct, foster a culture of honesty andaccountability, deter wrongdoing and promote fair and accurate disclosure andfinancial reporting.

 

No code or policy cananticipate every situation that may arise. Accordingly, this Code is intended to serve as a source of guidingprinciples.  Employees are encouraged tobring questions about particular circumstances that may involve one or more ofthe provisions of this Code to the attention of their supervisors.  Directors and officers should bring any suchquestions to the Chair of the Audit Committee, who may consult with inside oroutside legal counsel as appropriate.

 

Directors, officers andemployees are also covered by, and expected to comply with, the Company’sPolicies and Procedures Manual, including those policies relating to legalcompliance and ethical business practices.

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**2.**             **Introduction.**

 

Each director, officerand employee is expected to adhere to a high standard of ethical conduct.  The good name of the Company depends on theway directors, officers and employees conduct business and the way the publicperceives that conduct.  Unethicalactions, or the appearance of unethical actions, are not acceptable.  Directors, officers and employees are expectedto be guided by the following principles in carrying out their responsibilities:

 

•      *Loyalty*.* *Directors, officers and employees should not be, or appear tobe, subject to influences, interests or relationships that conflict with theinterests of the Company.

 

•      *Compliance with Applicable Laws.*  Directors, officers and employees areexpected to comply with all laws, rules and regulations applicable to theCompany’s activities.

 

•      *Observance of Ethical Standards.*Directors, officers and employees must adhere to high ethical standards in theconduct of their duties.  These includehonesty and fairness.

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**3.**             **Integrityof Records and Public Reporting.**

 

Directors, officers andemployees should promote the accurate and reliable preparation and maintenanceof the Company’s financial and other records. Diligence in accurately preparing and

 

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maintaining the Company’srecords allows the Company to fulfill its reporting obligations and to providestockholders, governmental authorities and the general public with full, fair,accurate, timely and understandable disclosure.  In this regard, directors, officers and employees (whereapplicable) should:  (a) accuratelydocument and account for transactions on the books and records of the Company;and (b) diligently maintain reports, vouchers, bills, invoices, payroll andservice records, business measurement and performance records and otheressential data.  Senior financialofficers also are responsible for establishing and maintaining adequatedisclosure controls and procedures and internal controls and procedures,including procedures designed to promote full, fair, accurate, timely andunderstandable disclosure in reports filed with the Securities and ExchangeCommission and other public communications.

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**4.**             **Conflictof Interest.**

 

Directors, officers andemployees must avoid any conflicts of interest between themselves and theCompany.  Any situation that involves,or may involve, a conflict of interest with the Company should be disclosedpromptly.  Employees should report theconflict of interest by bringing it to the attention of their supervisor or bycalling the Company’s Helpline at (800) 418-6423 (x282).  Directors and officers should bring theconflict of interest to the attention of the Chair of the****Audit Committee, who mayconsult with inside or outside legal counsel as appropriate.

 

A “conflict of interest”can occur when an individual’s personal interest is adverse to – or appears tobe adverse to – the interests of the Company. Conflicts of interest also can arise when an individual, or a member ofhis or her immediate family, receives improper personal benefits as a result ofhis or her position with the Company. “Immediate family” includes a person’s spouse, parents, children,siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers andsisters-in-law and anyone who shares such person’s home.

 

This Code does notattempt to describe all possible conflicts of interest which coulddevelop.  Some of the more commonconflicts from which directors, officers and employees must refrain, however,are set forth below.

 

•      *Improper conduct and activities*.  Directors, officers and employees may notengage in any conduct or activity that is inconsistent with the Company’sinterests or that disrupts or impairs the Company’s relationship with anyperson or entity with which the Company has or proposes to enter into abusiness or contractual relationship.

 

•      *Compensation from non-Company sources*.  Directors, officers and employees may notaccept compensation (in any form) for services performed for the Company fromany source other than the Company.

 

•      *Gifts*. Directors, officers and employees and members of their immediatefamilies may not accept gifts from persons or entities where any such gift isbeing made in order to influence their actions in their position with theCompany, or where acceptance of the gift could create the appearance of aconflict of interest.

 

•      *Personal use of Company assets*.  Directors, officers and employees may notuse Company assets, labor or information for personal use, other thanincidental personal use, unless such use is either (i) part of acompensation or expense reimbursement program, or (ii) approved by anauthorized person.  In the case of useby an employee or officer other than the Chief Executive Officer, theauthorized person will be the employee’s or

 

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officer’ssupervisor.  In the case of use by adirector or the Chief Executive Officer, the authorized person will be theChair of the Audit Committee.

 

The receipt of gifts andother transactions involving actual or apparent conflicts of interest aregoverned by the Company’s Conflicts of Interest Policy.

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**5.**             **CorporateOpportunities.**

 

Directors, officers andemployees are prohibited from: (a) taking for themselves personallyopportunities related to the Company’s business; (b) using the Company’s property,information, or position for personal gain; or (c) competing with theCompany for business opportunities.

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**6.**             **Confidentiality.**

 

Directors, officers andemployees should maintain the confidentiality of information entrusted to themby the Company and any other confidential information about the Company, itsbusiness, customers or suppliers, that comes to them, from whatever source,except when disclosure is authorized or legally mandated.  For purposes of this Code, “confidentialinformation” includes all non-public information relating to the Company, itsbusiness, customers or suppliers.

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**7.**             **Compliancewith Laws, Rules and Regulations.**

 

Directors, officers andemployees shall comply with all laws, rules and regulations applicable to theCompany, including insider trading laws. Transactions in Company securities are governed by the Company’s StockTrading Policy.

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**8.**             **ReportingIllegal or Unethical Behavior.**

 

Employees should reportany actual or suspected violations of this Code promptly by bringing them tothe attention of their supervisor or by calling the Company’s Helpline at(800) 418-6423 (x282)..  Calls tothe Helpline may be made anonymously and will be treated confidentially.

 

Directors and officersshould communicate any actual or suspected violations of this Code (and anyconcerns regarding accounting or auditing matters) to the Chair of the AuditCommittee.

 

Reported violations ofthis Code will be investigated by the Board of Directors or by a person orpersons designated by the Board, except in the case of matters relating toaccounting, internal accounting controls and auditing matters, which will beinvestigated by the Audit Committee. Appropriate disciplinary action will be taken in the event of anyviolations of this Code, up to and including termination.  Directors, officers and employees may not beretaliated against for reporting actual or suspected violations of this Code ingood faith.  If a director, officer oremployee believes that he or she has been discharged, disciplined or otherwisepenalized for reporting a violation in good faith, he or she should immediatelyreport that belief to the Chair of the Audit Committee.

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**9.**             **Waivers.**

 

Any waivers of this Codefor directors and officers must be approved by the Board of Directors.

 

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