Exhibit
14




OCZ
TECHNOLOGY GROUP, INC.


CODE
OF CONDUCT AND BUSINESS ETHICS





I.
            POLICY
      STATEMENT




Nasdaq
Marketplace Rules require that OCZ Technology Group, Inc. (the “Company”)
adopt a code of conduct for all of its directors, officers and
employees.  This Company is committed to being a good corporate
citizen.  The Company’s policy is to conduct its business affairs
honestly and in an ethical manner.  That goal cannot be achieved
unless you individually accept your responsibility to promote integrity and
demonstrate the highest level of ethical conduct in all of your
activities.  You should avoid activities that may call into question
the Company’s reputation or integrity.  The Company understands that
not every situation is black and white.  The key to compliance is
exercising good judgment.  This means following the spirit of this
Code and the law, doing the “right” thing and acting ethically even when the law
is not specific.  When you are faced with a business situation where
you must determine the right thing to do, you should ask the following
questions:




·
            Am
      I following the spirit, as well as the letter, of any law or Company
      policy?




·
            Would
      I want my actions reported in the
media?




·
            What
      would my family, friends or neighbors think of my
  actions?




·
            Will
      there be any direct or indirect negative consequences for the
      Company?




Managers
set an example for other employees and are often responsible for directing the
actions of others.  Every manager and supervisor is expected to take
necessary actions to ensure compliance with this Code, to provide guidance and
assist employees in resolving questions concerning this Code and to permit
employees to express any concerns regarding compliance with this
Code.  No one has the authority to order another employee to act
contrary to this Code.





II.
            COMPLIANCE
      WITH LAWS AND REGULATIONS




The Company seeks to comply with both
the letter and spirit of the laws and regulations in all countries and other
jurisdictions in which it operates.





You must
comply with all applicable laws, rules and regulations in performing your duties
for the Company.  Numerous federal, state and local laws and
regulations define and establish obligations with which the Company, its
employees and agents must comply.  Under certain circumstances, local
country law may establish requirements that differ from this
Code.  You are expected to comply with all local country laws in
conducting the Company’s business.  If you violate these laws or
regulations in performing your duties for the Company, you not only risk
individual indictment, prosecution and penalties, and civil actions and
penalties, you also subject the Company to the same or similar risks and
penalties.  If you violate these laws in performing your duties for
the Company, you may be subject to disciplinary action, including possible
termination of your employment or affiliation with the Company.




An
explanation of certain of the key laws with which you should be familiar can be
found in the employee handbook under “Compliance with Laws.”  As
explained below, you should always consult your manager or the Compliance
Officer with any questions about the legality of you or your colleagues’
conduct.


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III.
            FULL,
      FAIR, ACCURATE, TIMELY AND UNDERSTANDABLE
  DISCLOSURE




It is of
paramount importance to the Company that all disclosure in reports and documents
that the Company files with, or submits to, the Securities and Exchange
Commission (the “SEC”), and
in other public communications made by the Company is full, fair, accurate,
timely and understandable.  You must take all steps available to
assist the Company in these responsibilities consistent with your role within
the Company.  In particular, you are required to provide prompt and
accurate answers to all inquiries made to you in connection with the Company’s
preparation of its public reports and disclosures.




The
Company’s Chief Executive Officer (the “CEO”) and
Chief Financial Officer (the “CFO”) are
responsible for designing, establishing, maintaining, reviewing and evaluating
on a quarterly basis the effectiveness of the Company’s disclosure controls and
procedures (as such term is defined by applicable SEC rules).  The
Company’s CEO, CFO, controller and such other Company officers designated from
time to time by the Audit Committee of the Board of Directors shall be deemed
the Senior Officers of the Company.  Senior Officers shall take all
steps necessary or advisable to ensure that all disclosure in reports and
documents filed with or submitted to the SEC, and all disclosure in other public
communication made by the Company is full, fair, accurate, timely and
understandable.




Senior
Officers are also responsible for establishing and maintaining adequate internal
control over financial reporting to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.  The Senior Officers will take all necessary steps to
ensure compliance with established accounting procedures, the Company’s system
of internal controls and generally accepted accounting
principles.  Senior Officers will ensure that the Company makes and
keeps books, records, and accounts, which, in reasonable detail, accurately and
fairly reflect the transactions and dispositions of the assets of the
Company.  Senior Officers will also ensure that the Company devises
and maintains a system of internal accounting controls sufficient to provide
reasonable assurances that:




·
            transactions
      are executed in accordance with management’s general or specific
      authorization;




·
            transactions
      are recorded as necessary (a) to permit preparation of financial
      statements in conformity with generally accepted accounting principles or
      any other criteria applicable to such statements, and (b) to maintain
      accountability for assets;




·
            access
      to assets is permitted, and receipts and expenditures are made, only in
      accordance with management’s general or specific authorization;
      and




·
            the
      recorded accountability for assets is compared with the existing assets at
      reasonable intervals and appropriate action is taken with respect to any
      differences, all to permit prevention or timely detection of unauthorized
      acquisition, use or disposition of assets that could have a material
      effect on the Company’s financial
statements.




Any
attempt to enter inaccurate or fraudulent information into the Company’s
accounting system will not be tolerated and will result in disciplinary action,
up to and including termination of employment.




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IV.
            SPECIAL
      ETHICS OBLIGATIONS FOR EMPLOYEES WITH FINANCIAL REPORTING
      RESPONSIBILITIES




Senior
Officers each bear a special responsibility for promoting integrity throughout
the Company.  Furthermore, the Senior Officers have a responsibility
to foster a culture throughout the Company as a whole that ensures the fair and
timely reporting of the Company’s results of operation and financial condition
and other financial information.




Because
of this special role, the Senior Officers are bound by the following Senior
Officer Code of Ethics, and by accepting the Code of Conduct and Business Ethics
each agrees that he or she will:




·
            Perform
      his or her duties in an honest and ethical
  manner;




·
            Handle
      all actual or apparent conflicts of interest between his or her personal
      and professional relationships in an ethical
  manner;




·
            Take
      all necessary actions to ensure full, fair, accurate, timely, and
      understandable disclosure in reports and documents that the Company files
      with, or submits to, government agencies and in other public
      communications;




·
            Comply
      with all applicable laws, rules and regulations of federal, state and
      local governments; and




·
            Proactively
      promote and be an example of ethical behavior in the work
      environment.




V.
            INSIDER
      TRADING




You should never trade securities on
the basis of confidential information acquired through your employment or
fiduciary relationship with the Company.





You are
prohibited under both federal law and Company policy from purchasing or selling
Company stock, directly or indirectly, on the basis of material non-public
information concerning the Company.  Any person possessing material
non-public information about the Company must not engage in transactions
involving Company securities until this information has been released to the
public.Generally,
material information is that which would be expected to affect the investment
decisions of a reasonable investor or the market price of the stock.You
must also refrain from trading in the stock of other publicly held companies,
such as existing or potential licensees or suppliers, on the basis of material
non-public information obtained in the course of your employment or service as a
director.  It is also illegal to recommend a stock to (i.e., “tip”)
someone else on the basis of such information.  If you have a question
concerning appropriateness or legality of a particular securities transaction,
consult with the Company’s General Counsel.Officers,
directors and certain other employees of the Company are subject to additional
responsibilities under the Company’s insider trading compliance policy, a copy
of which has been provided to each such officer, director and employee, and
which can be obtained from the Company’s General Counsel.




VI.
            CONFLICTS
      OF INTEREST AND CORPORATE
OPPORTUNITIES




You owe a duty to the Company not to
compromise the Company’s legitimate interests and to advance such interests when
the opportunity to do so arises in the course of your
employment.


3





You shall
perform your duties to the Company in an honest and ethical
manner.  You shall handle all actual or apparent conflicts of interest
between your personal and professional relationships in an ethical
manner.




You
should avoid situations in which your personal, family or financial interests
conflict or even appear to conflict with those of the Company.  You
may not engage in activities that compete with the Company or compromise its
interests.  You should not take for your own benefit opportunities
discovered in the course of employment that you have reason to know would
benefit the Company.  The following are examples of actual or
potential conflicts:




·
            you,
      or a member of your family, receive improper personal benefits as a result
      of your position in the Company;




·
            you
      use Company’s property for your personal
  benefit;




·
            you
      engage in activities that interfere with your loyalty to the Company or
      your ability to perform Company duties or responsibilities
      effectively;




·
            you
      work simultaneously (whether as an employee or a consultant) for a
      licensee, supplier or competitor;




·
            you,
      or a member of your family, have a financial interest in a licensee,
      supplier or competitor which is significant enough to cause divided
      loyalty with the Company or the appearance of divided loyalty (the
      significance of a financial interest depends on many factors, such as size
      of investment in relation to your income, net worth and/or financial
      needs, your potential to influence decisions that could impact your
      interests, and the nature of the business or level of competition between
      the Company and the licensee, supplier or
  competitor);




·
            you,
      or a member of your family, acquire an interest in property (such as real
      estate, patent or other intellectual property rights or securities) in
      which you have reason to know the Company has, or might have, a legitimate
      interest;




·
            you,
      or a member of your family, receive a loan or a guarantee of a loan from a
      licensee, supplier or competitor (other than a loan from a financial
      institution made in the ordinary course of business and on an arm’s-length
      basis);




·
            you
      divulge or use the Company’s confidential information – such as financial
      data, or research or development plans – for your own personal or business
      purposes;




·
            you
      make gifts or payments, or provide special favors, to licensees, suppliers
      or competitors (or their immediate family members) with a value
      significant enough to cause the customer, supplier or competitor to make a
      purchase, or take or forego other action, which is beneficial to the
      Company and which the licensee, supplier or competitor would not otherwise
      have taken; or




·
            you
      are given the right to buy stock in other companies or you receive cash or
      other payments in return for promoting the services of an advisor or
      vendor to the Company.




Neither
you, nor members of your immediate family, are permitted to solicit or accept
valuable gifts, payments, special favors or other consideration from licensees,
suppliers or competitors.  Any exchange of gifts must be conducted so
that there is no appearance of impropriety.  Gifts may be given only
in compliance with the Foreign Corrupt Practices Act.




4


Conflicts
are not always clear-cut.  If you become aware of a conflict described
above or any other conflict, potential conflict, or have a question as to a
potential conflict, you should consult with your manager or the Company’s
Compliance Officer and/or follow the procedures described in Sections X and
XI of this Code.  If you become involved in a situation that gives
rise to an actual conflict, you must inform your supervisor or
the Company’s Compliance Officer of the conflict.




VII.
            CONFIDENTIALITY




All confidential information concerning
the Company obtained by you is the property of the Company and you must protect
it.





Confidential
information includes all non-public information that might be of use to
competitors, or harmful to the Company or its licensees or partners, if
disclosed.  You must maintain the confidentiality of such information
entrusted to you by the Company, its licensees, partners and suppliers, except
when disclosure is authorized by the Company, required by law or otherwise
permitted pursuant to the terms of a proprietary information agreement between
you and the Company.




Examples
of confidential information include, but are not limited to:  the
Company’s trade secrets; business trends and projections; information about
financial performance; gene or protein sequences; antibodies; antigens; cell
lines; assays or test results; clinical or research data; mechanisms of action;
research or development plans; manufacturing processes; information about
potential acquisitions, divestitures and investments; public or private
securities offerings; significant personnel changes; and existing or potential
major contracts, collaborations, orders, suppliers, licensees or finance sources
or the loss thereof.




Your
obligation with respect to confidential information extends beyond the
workplace.  In that respect, it applies to communications with your
family members and continues to apply even after your employment or director
relationship with the Company terminates.




VIII.
            FAIR
      DEALING




Our goal is to conduct our business
with integrity.





You
should endeavor to deal honestly with the Company’s licensees, collaborators,
suppliers, competitors, and employees.  Under federal and state laws,
the Company is prohibited from engaging in unfair methods of competition, and
unfair or deceptive acts and practices.  You should not take unfair
advantage of anyone through manipulation, concealment, abuse of privileged
information, misrepresentation of material facts, or any other unfair
dealing.




Examples
of prohibited conduct include, but are not limited to:




·
            bribery
      or payoffs to induce business or breaches of contracts by
      others;




·
            acquiring
      a competitor’s trade secrets through bribery or
  theft;




·
            making
      false, deceptive or disparaging claims or comparisons about competitors or
      their products or services; or




5




·
            mislabeling
      products or services.




IX.
            PROTECTION
      AND PROPER USE OF COMPANY ASSETS




You should endeavor to protect the
Company’s assets and ensure their proper use.





Company
assets, both tangible and intangible, are to be used only for legitimate
business purposes of the Company and only by authorized employees or
consultants.  Intangible assets include intellectual property such as
trade secrets, patents, trademarks and copyrights, business, marketing and
service plans, manufacturing processes, designs, databases, Company records,
salary information, unpublished scientific information and any unpublished
financial data and reports.  Unauthorized alteration, destruction,
use, disclosure or distribution of Company assets violates Company policy and
this Code.  Theft or waste of, or carelessness in using, these assets
have a direct adverse impact on the Company’s operations and profitability and
will not be tolerated.




The
Company provides computers, voice mail, electronic mail (e-mail), and Internet
access to certain employees for the purpose of achieving the Company’s business
objectives.  As a result, the Company has the right to access,
reprint, publish, or retain any information created, sent or contained in any of
the Company’s computers or e-mail systems of any Company machine.  You
may not use e-mail, the Internet or voice mail for any illegal purpose or in any
manner that is contrary to the Company’s policies or the standards embodied in
this Code.




You
should not make copies of, or resell or transfer copyrighted publications,
including software, manuals, articles, books, and databases being used in the
Company, that were created by another entity and licensed to the Company, unless
you are authorized to do so under the applicable license
agreement.  In no event should you load or use, on any Company
computer, any software, third party content or database without receiving the
prior written permission of the Information Technology Department to do
so.  You must refrain from transferring any data or information to any
Company computer other than for Company use.  You may use a handheld
computing device or mobile phone in connection with your work for the Company,
but must not use such device or phone to access, load or transfer content,
software or data in violation of any applicable law or regulation or without the
permission of the owner of such content, software or data.  If you
should have any question as to what is permitted in this regard, please consult
with the Company’s Information Technology Director.




X.
            REPORTING
      VIOLATIONS OF COMPANY POLICIES AND RECEIPT OF COMPLAINTS REGARDING
      FINANCIAL REPORTING OR ACCOUNTING
ISSUES




You should report any violation or
suspected violation of this Code to the appropriate Company personnel or via the
Company’s confidential reporting procedures, which allow for anonymous
reporting.





The
Company’s efforts to ensure observance of, and adherence to, the goals and
policies outlined in this Code mandate that you promptly bring to the attention
of the Compliance Officer, any material transaction, relationship, act, failure
to act, occurrence or practice that you believe, in good faith, is inconsistent
with, in violation, or reasonably could be expected to give rise to a violation,
of this Code.  You should report any suspected violations of the
Company’s financial reporting obligations or any complaints or concerns about
questionable accounting or auditing practices in accordance with the procedures
set forth below.




Here are
some approaches to handling your reporting obligations:


6




·
            In
      the event you believe a violation of this Code, or a violation of
      applicable laws and/or governmental regulations has occurred or you have
      observed or become aware of conduct which appears to be contrary to this
      Code, promptly report the situation to your supervisor or the Compliance
      Officer.  Supervisor or managers who receive any report of a
      suspected violation must report the matter to the Compliance
      Officer.




·
            If
      you have or receive notice of a complaint or concern regarding the
      Company’s financial disclosure, accounting practices, internal accounting
      controls, auditing, or questionable accounting or auditing matters, you
      must promptly
      advise your supervisor or the Compliance
  Officer.




·
            If
      you wish to report any such matters anonymously or confidentially, then
      you may do so as follows:




·
            Mail
      a description of the suspected violation or other complaint or concern
      to:




OCZ
Technology Group, Inc.


6373 San
Ignacio Avenue


San Jose,
CA 95119


Attention:
Compliance Officer





·
            Submit
      a report of the suspected violation or other complain or concern through
      the on-line Compliance Reporting System available through the Company’s
      intranet site.




You
should provide reasonable detail of the complaint, including as much detail
regarding the matter, date of occurrence and individuals involved as possible in
order to allow the Compliance Officer to properly consider and investigate your
concern or complaint.




Persons
outside the Company may also report complaints or concerns to the Compliance
Officer by the methods listed above.




Allegations
of violations of this Code should be made only in good faith and not with the
intent to embarrass or to put someone in a false light.  If you become
aware of a suspected or potential violation, don’t try to investigate or resolve
it on your own.  Prompt disclosure under this Code is vital to
ensuring a timely and thorough investigation and resolution.  You are
expected to cooperate in internal or external investigations of alleged
violations of this Code.




In
response to every good faith report of conduct potentially in violation of this
Code, the appropriate personnel of the Company will undertake an investigation,
and if improper conduct is found, the Company will take appropriate disciplinary
and remedial action.  The Company will attempt to keep its discussions
with any person reporting a violation confidential to the extent reasonably
possible without compromising the effectiveness of the
investigation.




Employees
and contract workers are
protected by law from retaliation for reporting possible violations of
this Code or for participating in procedures connected with an investigation,
proceeding or hearing conducted by the Company or a government agency with
respect to such complaints.  The Company will take disciplinary action
up to and including the immediate termination of any employee or contract worker
who retaliates against another employee or contract worker for reporting any of
these alleged activities.


7




XI.
            COMPLIANCE
      PROCEDURES




The
Company has established this Code as part of its overall policies and
procedures.  To the extent that other Company policies and procedures
conflict with this Code, you should follow this Code.  This Code
applies to all Company directors and Company employees, including all officers,
in all locations.




This Code
is based on the Company’s core values, good business practices and applicable
law.  The existence of this Code, however, does not ensure that
directors, officers and employees will comply with it or act in a legal and
ethical manner.  To achieve optimal legal and ethical behavior, the
individuals subject to this Code must know and understand this Code as it
applies to them and as it applies to others.  You must champion this
Code and assist others in knowing and understanding it.




·
            Compliance.  You
      are expected to become familiar with and understand the requirements of
      this Code.  Most importantly, you must comply with
      it.




·
            CEO
      Responsibility.  The Company’s CEO shall be responsible
      for ensuring that this Code is established and effectively communicated to
      all employees, officers and directors.  Although the day-to-day
      compliance issues will be the responsibility of the Company’s managers,
      the CEO has ultimate accountability with respect to the overall
      implementation of and successful compliance with this
  Code.




·
            Corporate Compliance
      Management.  The CEO shall select an employee to act as
      the Compliance Officer.  The Compliance Officer’s charter is to
      ensure communication, training, monitoring, and overall compliance with
      this Code.  The Compliance Officer will, with the assistance and
      cooperation of the Company’s officers, directors and managers, foster an
      atmosphere where employees are comfortable in communicating and/or
      reporting concerns and possible Code
violations.




·
            Internal Reporting of
      Violations.  The Company’s efforts to ensure observance
      of, and adherence to, the goals and policies outlined in this Code mandate
      that all employees, officers and directors of the Company report suspected
      violations in accordance with Section X of this
  Code.




·
            Access to this
      Code.  The Company shall ensure that employees, officers
      and directors may access this Code on the Company’s website.  In
      addition, each current employee will be provided with a copy of this
      Code.  New employees will receive a copy of this Code as part of
      their new hire information.




·
            Monitoring.  The
      officers of the Company shall be responsible to review this Code with all
      of the Company’s managers.  In turn, the Company’s managers with
      supervisory responsibilities should review this Code with his/her direct
      reports.  Managers are the “go to” persons for employee
      questions and concerns relating to this Code, especially in the event of a
      potential violation.  Managers or supervisors will immediately
      report any violations or allegations of violations to the Compliance
      Officer.  Managers will work with the Compliance Officer in
      assessing areas of concern, potential violations, any needs for
      enhancement of this Code or remedial actions to effect this Code’s
      policies and overall compliance with this Code and other related
      policies.




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·
            Internal
      Investigation.  When an alleged violation of this Code is
      reported, the Company shall take appropriate action in accordance with the
      law and regulations and otherwise consistent with good business
      practice.  If the suspected violation appears to involve either
      a possible violation of law or an issue of significant corporate interest,
      or if the report involves a complaint or concern of any person, whether
      employee, a stockholder or other interested person regarding the Company’s
      financial disclosure, internal accounting controls, questionable auditing
      or accounting matters or practices or other issues relating to the
      Company’s accounting or auditing, then the manager or investigator should
      immediately notify the Compliance Officer. If a suspected
      violation involves any director or executive officer or if the suspected
      violation concerns any fraud, whether or not material, involving
      management or other employees who have a significant role in the Company’s
      internal controls, any person who received such report should immediately
      report the alleged violation to the Compliance Officer, if appropriate,
      the Chief Executive Officer and/or Chief Financial Officer, and, in every
      such case, the Chairperson of the Audit Committee.  The
      Compliance Officer or the Chairperson of the Audit Committee, as
      applicable, shall assess the situation and determine the appropriate
      course of action.  At a point in the process consistent with the
      need not to compromise the investigation, a person who is suspected of a
      violation shall be apprised of the alleged violation and shall have an
      opportunity to provide a response to the
  investigator.




·
            Retention of Reports
      and Complaints.  All reports and complaints made to or
      received by the Compliance Officer or the Chair of the Audit Committee
      shall be logged into a record maintained for this purpose by the
      Compliance Officer and this record of such report shall be retained for
      five years.




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