Exhibit 10.19


KEMET Corporation


Code
of Business Integrity and Ethics


Governing Principle


The fundamental principle
governing corporate actions of KEMET Corporation and its subsidiaries
(collectively, “KEMET” or the “Company”) and the actions of employees and
officers of the Company is that ethics and business are inseparable at KEMET,
that no business objective can be achieved without following the highest
ethical standards and complying with all the local and national laws and
regulations that pertain to our operations.


Conflict of
Interest


No officer or employee of
the Company may have a personal, financial or family interest that could in any
way keep the individual from acting in the best interest of the Company. Any
actual or potential conflict of interest must be reported to corporate
management as soon as recognized.


Business
Relationships


The use of the funds or assets of the Company for any
unlawful purpose or to influence others through bribes is strictly prohibited,
i.e., there shall be no reward, gift, or favor bestowed or promised with a view
to perverting the judgment or corrupting the conduct of a person in a position
of trust.


Offering or accepting properly recorded business
meals, entertainment, or token gifts intended and understood as simple
courtesies meant to foster understanding and communication with suppliers,
customers, and public officials is allowed.


Token tips or minor
payments to government, institutional, vendor, or customer service personnel
that simply facilitate service, are traditional in the country or locality,
nominal in amount, do not involve a perversion of judgment or corruption of
conduct, and are properly recorded are acceptable. Minor payments meet this
test only if, through the generation of goodwill, and not by any other means,
they encourage timely performance of an act which the recipient already has a
duty to perform because of some legal requirement or job responsibility.


Memberships


Memberships should serve
legitimate business needs. They are appropriate only in organizations whose
objectives and activities are lawful and ethical, and fit within the framework
of broadly accepted social values.


Financial Integrity


No unrecorded fund will be established for any
purpose. All assets of the Company will be recorded on the books of the Company
at all times unless specifically exempted by corporate procedures which are
consistent with generally accepted accounting principles.


No false entry or entry that obscures the purposes of
the underlying transaction shall be made in the books and records of the
Company for any reason.


No payment on behalf of the Company shall be
authorized or made with the intention or understanding that any part of such
payment is to be used for a purpose other than that described by the documents
supporting the payment.


Each employee is responsible for the protection of the
Company’s assets from loss, damage, misuse or theft. Company assets, such as
funds, products, or computers, may only be used for business purposes and other
purposes approved by management. Company assets may never be used for illegal
purposes.











The Company requires
honest and accurate recording and reporting of information in order to make
responsible business decisions. This includes such data as quality, safety, and
personnel records, as well as all financial records. All financial books,
records and accounts must accurately reflect transactions and events, and
conform both to required accounting principles and to the Company’s system of
internal controls. No false or artificial entries may be made, and no
undisclosed or unrecorded funds or assets may be maintained for any purpose.
When a payment is made, it can only be used for the purpose spelled out in the
supporting document.


Corporate
Opportunities


Employees are prohibited
from (i) taking for themselves personally any opportunities that are
discovered through the use of Company property, information or position; (ii) using
corporate property, information or position for personal gain; and (iii) competing
with the Company. Employees have a duty to the Company to advance its
legitimate interests when the opportunity to do so arises.


Confidential
Information


Each employee will
safeguard all confidential information by marking such information accordingly,
keeping it secure, and limiting access to those who have a need to know in
order to do their jobs. Confidential information includes any information that
is not generally known to the public and is helpful to the Company, or would be
helpful to competitors. It also includes information that suppliers and
customers have entrusted to the Company. The obligation to preserve
confidential information continues even after employment ends.


Inside Information
and Securities Trading


Company employees are not
allowed to trade in securities or any other kind of property based on knowledge
that comes from their jobs, if that information has not been reported publicly.
It is against the laws of many countries, including the United States, to trade
or to “tip” others who might make an investment decision based on inside
information. For example, using non-public information to buy or sell Company
stock, options in Company stock or the stock of a Company supplier, customer or
competitor is prohibited.


Compliance with the
Law


Company employees are required
to comply with all applicable laws and regulations wherever the Company does
business. Perceived pressures from supervisors or demands due to business
conditions are not excuses for violating the law.


Fair Competition
and Antitrust


The Company and all
employees are required to comply with the antitrust and unfair competition laws
of the many countries in which the Company does business. These laws are
complex and vary considerably from country to country. They generally concern
agreements with competitors that harm customers, including price fixing and
allocations of customers or contracts, agreements that unduly limit a customer’s
ability to sell a product, including establishing the resale price of a product
or service, or conditioning the sale of products on an agreement to buy other
Company products and services, and attempts to monopolize, including pricing a
product below cost in order to eliminate competition. In the event that an
employee is uncertain or has a question regarding such compliance, he or she
should contact their immediate supervisor for clarification.


Reporting of
Behavior


Each employee shall promptly bring to the attention of
the Audit Committee of the Board of Directors any information he or she may
have concerning evidence of a material violation of the securities or other
laws, rules or regulations applicable to the Company or its employees or
agents. Each employee 











shall promptly bring to
the attention of the Audit Committee any information he or she may have
concerning any violation of this Code of Business Integrity and Ethics. The
Board of Directors may determine, or designate appropriate persons to
determine, appropriate additional disciplinary or other actions to be taken in
the event of violations of this Code of Business Integrity and Ethics and a
procedure for granting any waivers of this Code of Business Integrity and
Ethics.