EX-4.6



 EXHIBIT 4.6 

OVERLAND STORAGE, INC. 

2003 EQUITY INCENTIVE PLAN 

NOTICE OF STOCK OPTION GRANT 

(STANDARD, LIMITED TRANSFERABILITY) 

You have been granted the following option to purchase shares of the Common Stock of Overland Storage, Inc. (the “Company”): 

 

			
	Name of Optionee:		
		
	Total Number of Shares:		
		
	Type of Option:		Incentive Stock Option
		
			Nonstatutory Stock Option
		
	Exercise Price Per Share:		$
		
	Date of Grant:		
		
	Vesting Commencement Date:		
		
	Vesting Schedule:		This option becomes exercisable with respect to the first [                ]% of the Shares subject to this option when you complete
[                ] months of continuous “Service” (as defined in the Plan) from the Vesting Commencement Date. Thereafter, this option becomes exercisable with
respect to an additional [                ]% of the Shares subject to this option when you complete each month of Service.
		
	Expiration Date:		[                    ][        ], 20[        ], or
if such date falls on a day when Company headquarters are not open for business, at the close of business at Company headquarters on the last business day before such date. This option expires earlier if your Service terminates earlier, as described
in the Stock Option Agreement.

 You and the Company agree that this option is granted under and governed by the terms and conditions of the 2003 Equity
Incentive Plan (the “Plan”) and the Stock Option 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 option (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:		  









 OVERLAND STORAGE, INC. 

2003 EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT 

 

			
	Tax Treatment		This option is intended to be an incentive stock option under section 422 of the Internal Revenue Code or a nonstatutory stock option, as provided in the Notice of Stock Option Grant.
		
	Vesting		This option becomes exercisable in installments, as shown in the Notice of Stock Option Grant. In addition, this option becomes exercisable in full if your Service terminates because of total and permanent disability, or
death.
		
			This option will in no event become exercisable for additional shares after your Service has terminated for any reason.
		
	Term		This option expires in any event at the close of business at Company headquarters on the 10th anniversary of the Date of Grant, as shown in the Notice of Stock Option Grant, or if such anniversary date would fall on a day when
Company headquarters are not open for business, at the close of business at Company headquarters on the last business day before such anniversary date. (It will expire earlier if your Service terminates, as described below.)
		
	Regular Termination		If your Service terminates for any reason except death or total and permanent disability, then this option will expire at the close of business at Company headquarters on the date three months after your termination date, or if such
expiration date would fall on a day when Company headquarters are not open for business, at the close of business at Company headquarters on the last business day before such expiration date. The Company determines when your Service terminates for
this purpose.
		
	Death		If you die before your Service terminates, then this option will expire at the close of business at Company headquarters on the date 12 months after the date of death, or if such expiration date would fall on a day when Company
headquarters are not open for business, at the close of business at Company headquarters on the last business day before such expiration date.
		
	Disability		If your Service terminates because of your total and permanent disability, then this option will expire at the close of business at Company headquarters on the date 12 months after your termination date, or if such expiration date
would fall on a day when Company headquarters are not open for business, at the close of business at Company headquarters on the last business day before such expiration date.


  
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			For all purposes under this Agreement, “total and permanent disability” means that you are unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which
can be expected to result in death or which has lasted, or can be expected to last, for a continuous period of not less than one year.
		
	Leaves of Absence and Part- Time Work		For purposes of this option, 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 the terms of the leave or by applicable law. But your Service terminates when the approved leave ends, unless you immediately return to active work. If this option is designated as an Incentive Stock Option, and if such leave
exceeds ninety (90) days, and reemployment upon expiration of such leave is not guaranteed by statute or contract, then this option shall be treated as a Non-Qualified Stock Option on the day three (3) months and one (1) day following the expiration
of such ninety (90) day period.
		
			If you go on a leave of absence, then the vesting schedule specified in the Notice of Stock Option Grant 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 Option Grant 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.
		
	Restrictions on Exercise		The Company will not permit anyone to exercise this option if the issuance of shares at that time would violate any “Applicable Law” (as defined in the Plan).
		
	Notice of Exercise		When you wish to exercise this option, you may select one of the following:
		
			 •     If you have established an account with E*Trade OptionsLink (www.optionslink.com, (800) 838-0908), or
such other or substitute employee stock option plan administrative service as the Company may elect to engage (such stock option administrative service being the “Plan Agency”), you may elect to exercise this option by utilizing the
procedures established by the Plan Agency for exercise of this option. Such procedures may include provisions for execution of an electronic or a written notice stating the number of shares to be purchased pursuant to this option and accompanied by
delivery of an executed exercise agreement as implemented by the Plan Agency, and payment made in accordance with this



  
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			 Agreement and the Plan for the full purchase price of the shares to be purchased. The “Committee” (as defined in the Plan) may from time to time
establish further limitations and rules or procedures for exercise through the Plan Agency. The Company may also discontinue use of the Plan Agency at any time, in which case you will be required to use the exercise procedure described
below.

		
			 •     Notify the Company by filing the proper “Exercise Notice” form at the address given on the
form. Your notice must specify how many shares you wish to purchase. Your notice must also specify how your shares should be registered.

		
			Exercise through the Plan Agency will be effective in accordance with the policies and procedures of the Plan Agency. An “Exercise Notice” filed with the Company will be effective when the Company receives it together with
payment made in accordance with this Agreement and the Plan for the full purchase price of the shares to be purchased.
		
			If another person wants to exercise this option after it has been transferred to him or her (a “Transferee”), that person must prove to the Company’s satisfaction that he or she is entitled to exercise this option,
and must then select one of the exercise alternatives specified above; provided that exercise by a Transferee may not be available through the Plan Agency, and if it is available, such exercise may require additional procedures or documentation
established by the Company or the Plan Agency.
		
	Form of Payment		When you exercise your option, you must pay the option exercise price for the shares that you are purchasing. Payment may be made in one or a combination of the following forms:
		
			 •     Your personal check, a cashier’s check or a money order.

		
			 •     Irrevocable directions to a securities broker (such as the Plan Agency) approved by the Company to sell
all or part of your option shares and to deliver to the Company from the sale proceeds an amount sufficient to pay the option exercise price and any withholding taxes. (The balance of the sale proceeds, if any, will be delivered to you.) This
procedure will be permitted only if you utilize the services of the Plan Agency, or another securities broker pre-approved by the Company in its sole discretion. You will not be permitted to use this procedure if you are an “Officer” or
“Director” (each as defined in the Plan) and this procedure would be deemed an extension of credit or



  
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			 the arranging of an extension of credit in the form of a personal loan by the Company.

		
	Withholding Taxes and Stock Withholding		You will not be allowed to exercise this option unless you make arrangements acceptable to the Company to pay any withholding taxes that may be due as a result of the option exercise. With the Company’s consent, these
arrangements may include withholding shares of Company stock that otherwise would be issued to you when you exercise this option. The value of these shares, determined as of the effective date of the option exercise, will be applied to the
withholding taxes.
		
	Restrictions on Resale		You agree not to sell any option 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.
		
	Transfer of Option		In general, only you may exercise this option prior to your death. You may not transfer or assign this option, unless one of the provisions below applies. For instance, you may not sell this option or use it as security for a loan.
If you attempt to do any of these things, this option will immediately become invalid. You may, however, dispose of this option in your will or in a beneficiary designation.
		
			If this option is designated as a nonstatutory stock option in the Notice of Stock Option Grant, then the Committee may, in its sole discretion, allow you to transfer this option as a gift to one or more family members. For purposes
of this Agreement, “family member” means a child, stepchild, grandchild, parent, stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law (including adoptive relationships), any individual sharing your household (other than a tenant or employee), a trust in which one or more of these individuals have more than 50% of the beneficial interest, a foundation in which you or
one or more of these persons control the management of assets, and any entity in which you or one or more of these persons own more than 50% of the voting interest.
		
			If this option is designated as an incentive stock option, the Committee may, in its sole discretion, allow you to transfer this option to a trust, where under Section 671 of the Code and other Applicable Law you are considered the
sole beneficial owner of this option while it is held in trust.


  
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			Regardless of any marital property settlement agreement, the Company is not obligated to honor a notice of exercise from your former spouse, nor is the Company obligated to recognize your former spouse’s interest in your option
in any other way, except pursuant to a Domestic Relations Order.
		
			The Committee will allow you to transfer this option only if both you and the transferee(s) execute the forms prescribed by the Committee, which include the consent of the transferee(s) to be bound by this Agreement.
		
	Retention Rights		Your option 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.
		
	Shareholder Rights		You (or your estate, heirs or transferee) have no rights as a shareholder of the Company until you (or your estate, heirs or transferee) have exercised this option by giving the required notice to the Company and paying the exercise
price. No adjustments are made for dividends or other rights if the applicable record date occurs before this option is exercised, except as described in the Plan.
		
	Adjustments		In the event of a stock split, a stock dividend or a similar change in Company stock, the number of shares covered by this option and the exercise price per share may be adjusted pursuant to the Plan.
		
	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 option. Any prior agreements, commitments or negotiations concerning this option are superseded. This Agreement may be
amended only by another written agreement between the parties.

 By signing your Notice of Stock Option Grant form which precedes this Agreement, you agree to all of the
terms and conditions described above and in the Plan. 

  
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