Form of Notice of Restricted Stock Unit Award & Restricted Stock Unit Agreement



 Exhibit 10.7 
 Overland Storage, Inc. 
 2009 Equity Incentive Plan

 Notice of Stock Unit Award 
 You have been granted units representing shares of Common Stock of Overland Storage, Inc. (the “Company”) on the following terms: 
  

			
	Name of Recipient:	  	
		
	Total Number of Units Granted:	  	
		
	Date of Grant:	  	
		
	Vesting Commencement Date:	  	
		
	Vesting Schedule:	  	The first [_____]% of the units subject to this award vest when you complete [_____] months of continuous “Service” (as defined in the Plan) from the Vesting
Commencement Date. Thereafter, an additional [_____]% of the units subject to this award vest when you complete each month of continuous Service.

 You and the Company agree that these units are granted under and governed by the terms and conditions
of the Overland Storage, Inc. 2009 Equity Incentive Plan (the “Plan”) and the Stock Unit Agreement, both of which are attached to and made a part of this document. 
 You further agree that the Company may deliver by email all documents relating to the Plan or this award (including, without limitation, prospectuses required by the Securities and Exchange Commission)
and all other documents that the Company is required to deliver to its security holders (including, without limitation, annual reports and proxy statements). You also agree that the Company may deliver these documents by posting them on a web site
maintained by the Company or by a third party under contract with the Company. If the Company posts these documents on a web site, it will notify you by email. 
  

									
	Optionee:	 		 	Overland Storage, Inc.
				
	 	 		 	By:	 	 
		 		 		 	Title:	 	 

  

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 Overland Storage, Inc. 
 2009 Equity Incentive Plan 
 Stock Unit Agreement

  

			
	Payment for Units	  	No payment is required for the units that you are receiving.
		
	Vesting	  	The units vest in installments, as shown in the Notice of Stock Unit Award. In addition, the units vest in full if either of the following events occurs:
		
		  	 •        Your Service terminates because of your “Disability” (as defined
in the Plan), or death, or

		
		  	 •        [The Company is subject to a “Change in Control” (as defined in
the Plan) before your Service terminates.] or [The Company is subject to a “Change in Control” (as defined in the Plan) before your Service terminates, and you are subject to an “Involuntary Termination” (as defined in the Plan)
within [12][24] months after the Change in Control.]

		
		  	No additional units vest after your Service has terminated for any reason.
		
	Forfeiture	  	If your Service terminates for any reason, then your units will be forfeited to the extent that they have not vested before the termination date and do not vest as a result of the
termination. This means that the units will immediately be cancelled. You receive no payment for units that are forfeited.
		
		  	The Company determines when your Service terminates for this purpose.
		
	Leaves of Absence and Part-Time Work	  	For purposes of this award, your Service does not terminate when you go on a military leave, a sick leave or another bona fide leave of absence, if the leave was approved by
the Company in writing and if continued crediting of Service is required by applicable law, the Company’s leave of absence policy or the terms of your leave. But your Service terminates when the approved leave ends, unless you immediately
return to active work.
		
		  	If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Unit Award may be adjusted in accordance with the Company’s leave of absence policy
or the terms of your leave. If you commence working on a part-time basis, then the vesting schedule specified in the Notice of Stock Unit Award may be adjusted in accordance with the Company’s part-time work policy or the terms of an agreement
between you and the Company pertaining to your part-time schedule.

  

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	Nature of Units	  	Your units are mere bookkeeping entries. They represent only the Company’s unfunded and unsecured promise to issue shares of Common Stock (or distribute cash) on a future date.
As a holder of units, you have no rights other than the rights of a general creditor of the Company.
		
	No Voting Rights or Dividends	  	Your units carry neither voting rights nor rights to cash dividends. You have no rights as a shareholder of the Company unless and until your units are settled by issuing shares of
the Company’s Common Stock.
		
	Units Nontransferable	  	You may not sell, transfer, assign, pledge or otherwise dispose of any units, except pursuant to a Domestic Relations Order. For instance, you may not use your units as security for
a loan.
		
	Settlement of Units	  	Each of your units will be settled when it vests, unless you and the Company have agreed to a later settlement date. Such an agreement must be in writing, must be executed at least
12 months before the unit vests and must be irrevocable.
		
		  	At the time of settlement, you will receive one share of the Company’s Common Stock for each vested unit. But the Company, at its sole discretion, may substitute an equivalent
amount of cash if the distribution of stock is not reasonably practicable due to the requirements of applicable law. The amount of cash will be determined on the basis of the market value of the Company’s Common Stock at the time of settlement.

		
	Withholding Taxes	  	No stock certificates or cash will be distributed to you unless you have made acceptable arrangements to pay any withholding taxes that may be due as a result of the settlement of
this award. With the Company’s consent, these arrangements may include (a) withholding shares of Company stock that otherwise would be issued to you when the units are settled or (b) surrendering shares that you previously acquired. The fair
market value of these shares, determined as of the date when taxes otherwise would have been withheld in cash, will be applied to the withholding taxes.

  

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	Restrictions on Resale	  	You agree not to sell any shares at a time when Applicable Law, Company policies or an agreement between the Company and its underwriters prohibit a sale. This restriction will
apply as long as your Service continues and for such period of time after the termination of your Service as the Company may specify.
		
	No Retention Rights	  	Your award or this Agreement does not give you the right to be retained by the Company or a subsidiary of the Company in any capacity. The Company and its subsidiaries reserve the
right to terminate your Service at any time, with or without cause.
		
	Adjustments	  	In the event of a stock split, a stock dividend or a similar change in Company stock, the number of your units will be adjusted accordingly, as the Company may determine pursuant to
the Plan.
		
	Beneficiary Designation	  	You may dispose of your units in a written beneficiary designation. A beneficiary designation must be filed with the Company on the proper form. It will be recognized only if it has
been received at the Company’s headquarters before your death. If you file no beneficiary designation or if none of your designated beneficiaries survives you, then your estate will receive any vested units that you hold at the time of your
death.
		
	Governing Law	  	This Agreement will be interpreted and enforced under the laws of the State of California (without regard to its choice-of-law provisions).
		
	The Plan and Other Agreements	  	 The text of the Plan is incorporated in this Agreement by reference.
  
 This Agreement and the Plan constitute the entire understanding between you and the
Company regarding this award. Any prior agreements, commitments or negotiations concerning this award are superseded. This Agreement may be amended only by another written agreement between the parties.


 By signing the cover sheet of this Agreement, you agree to all of the terms and
conditions 
 described above and in the Plan. 
  

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