EX-4.4



 EXHIBIT 4.4 

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 Schedule:		The shares subject to this award shall vest in the following installments:

 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. 
  

							
	Participant:				Overland Storage, Inc.
				
	  
				By:		  


  

	
	  
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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, to the extent then outstanding and unvested, the
units will vest in full (i) if your Service terminates because of your Disability or death, or (ii) if a Change in Control occurs and, at any time during the two (2) years after the Change in Control, your Service is terminated by the Company
without Cause or by you for Good Reason (subject to you signing and not revoking a general release). The terms “cause,” “good reason” and “change of control” shall be as defined in the offer between the Company and you
or in the Plan, as applicable.
  
 The units are also subject to any rights to accelerated
vesting you may have under any employment, severance, retention or similar agreement with the Company in effect on the Date of Grant.

		
			Except as described above, 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


  
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			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.
		
	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 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 (and in all events not later than two and one-half months after the vesting date).
		
			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. 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 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. Subject to Applicable Law, upon any distribution
of shares of Common Stock in respect of the units, the Company will automatically reduce the number of shares to be delivered by (or otherwise reacquire) the appropriate number of whole shares, valued at their then Fair Market Value, to satisfy any
withholding obligations of the Company or its Subsidiaries with respect to such distribution of shares at the minimum applicable withholding rates. In the event that the Company cannot legally satisfy such withholding obligations by such reduction
of shares, or any other withholding event in respect of the units, the Company (or a Subsidiary) shall be entitled to require a cash payment


  
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			by you or on your behalf and/or to deduct from other compensation payable to you any sums required by federal, state or local tax law to be withheld with respect to such distribution or payment.
		
	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, 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. Capitalized terms not otherwise defined herein have the meanings given to them in the Plan document.
		
			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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