**Exhibit 10.48**

**OVERLAND STORAGE, INC.SUMMARY SHEETOFDIRECTOR AND EXECUTIVE OFFICER COMPENSATION**

**Non-Employee Director Compensation**

Our compensationplan for non-employee directors consists of both a cash component and an equitycomponent. We pay each non-employee director $5,000 per quarter, plus $2,500for each Board meeting attended ($1,250 if held telephonically), plusreimbursement for expenses. The Chairman of the Board receives an additional$2,500 per quarter in addition to the non-employee director fee of $5,000 perquarter.  Members of the Audit Committeeand the Compensation Committee receive a retainer of $500 per quarter in lieuof a fee for committee meetings attended during a quarter and members of theNominating and Governance Committee receive $500 for each committee meetingattended ($250 if held telephonically and no fee if held the same day as aBoard meeting).  Members of the SpecialCommittee on Shareholder Value will receive $500 for each committee meetingattended (whether telephonically or in person) since formation of thecommittee.  Such fee will not be paid forcommittee meeting in joint session with the full board.

In addition to the cash component of compensation,each non-employee director receives stock options.  Under our 2003 Equity Incentive Plan, whichwe refer to as the 2003 Incentive Plan, each non-employee director receives aten-year nonqualified stock option to purchase 18,000 shares on the same dateas the company’s annual meeting of shareholders.  These options are exercisable at fair marketvalue on the date of grant and vest in equal monthly installments over a12-month period, as measured from the grant date.  When a new non-employee director joins theboard, such director will be awarded a new option for a number of sharesdetermined by multiplying 1,500 by the number of months remaining until thenext scheduled annual meeting date, giving credit for any partial month.  Such option will vest at the rate of 1,500shares per month and will be fully vested at the next annual meeting date, atwhich time the director will receive the normal annual grant. On November 15,2005, the date of our last annual meeting of shareholders, Scott McClendon,Robert Degan and Michael Norkus each received an option for 18,000 shares.  In connection with their elections to theBoard, Mark Barrenechea received an option for 16,500 shares on December 21,2005 and William Miller received an option for 7,500 shares on June 12, 2006.

**Compensation of Executive Officers**

Our executive officers serve at the discretion of theBoard of Directors. From time to time, the Compensation Committee of the Boardof Directors reviews and determines the salaries that are paid to our executiveofficers. The following table sets forth the annual salary rates for the ourcurrent executive officers as of the date of this report on Form 10-K:
| Christopher Calisi |   | $ | 395,000 | (1)    |
|-------------------------|--------|---|---------|--------|
| W. Michael  Gawerecki   |   | $ | 246,500 |   |
| Christie Huff           |   | $ | 195,000 |   |
| Michael S.  Kerman      |   | $ | 225,000 |   |
| Vernon A.  LoForti      |   | $ | 297,750 |   |
| Robert J. Scroop        |   | $ | 220,500 |   |

 

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(1)  Effective November15, 2005, at the request of Mr. Calisi, we reduced his annual salary from$500,000 to $395,000 as described more fully under “Employment Arrangementswith Current Executive Officers” below.

**Employment Arrangements with Current Executive Officers**

The following discussion summarizes the employmentarrangements between us and our current executive officers as of the date ofthis report on Form 10-K:

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**Christopher Calisi.**  We entered into an employment agreement withMr. Calisi on March 12, 2001, pursuant to which Mr. Calisi is employed as ourPresident and Chief Executive Officer. The employment agreement has a one-yearterm, automatically renews for successive one-year terms, and provides that ourBoard may unilaterally modify Mr. Calisi’s compensation at any time.  If we terminate Mr. Calisi’s employmentwithout cause, then we are obligated to pay him a severance payment equal tohis base salary, payable on a pro-rated basis according to our normal payrollcycle for the 12 months following his termination. In addition, he isentitled to receive accelerated vesting for any stock options that wouldotherwise have vested during the 12-month period following his termination. Heis also entitled to receive the cash severance payment if he resigns for goodreason because of any of the following events: (i) reduction in compensation ofmore than 10%; (ii) change in position or duties so that his duties are nolonger consistent with his previous position; or (iii) change in principalplace of work to more than 50 miles from our current facility without hisapproval.

OnNovember 22, 2005, we amended the terms of Mr. Calisi’s employmentagreement and retention agreement pursuant to a voluntary offer made by Mr. Calisiat a meeting of our board of directors on November 15, 2005.  Pursuant to the amendments, Mr. Calisi’sgross annual base salary was reduced from $500,000 to $395,000 effective as ofNovember 15, 2005, except that solely for purposes of calculating severancepayments under the employment agreement and retention agreement,Mr. Calisi’s salary will be deemed to be the greater of $500,000 or histhen current salary as of the date of termination or a change of control, asapplicable.  The reduction in salary will reduce the annual bonus forwhich Mr. Calisi is eligible under the employment agreement and theretention agreement, and will not constitute “good reason” to terminate theemployment agreement or retention agreement.  The board of directors willhave sole and absolute discretion to modify Mr. Calisi’s compensationgoing forward, including any increase in compensation, subject to the existingterms of the agreements.

The annual salaryof Mr. Calisi had been increased to $500,000 by the Compensation Committee onApril 28, 2005 effective immediately.  On that day, Mr. Calisi alsoreceived (1) a cash bonus of $21,500 effective immediately, (2) a grant of50,000 restricted shares of our common stock pursuant to the 2003 IncentivePlan, which vest in installments of 16,667, 16,667 and 16,666 shares on January1, 2006, January 1, 2007 and January 1, 2008, respectively, (3) an option topurchase up to 100,000 shares of our common stock at the purchase price of$11.00 per share pursuant to the 2003 Incentive Plan, which option isimmediately vested as to 11,200 shares, with the remainder vesting at a rate of2,775 option shares on the last day of the month commencing May 31, 2005through December 31, 2007, and (4) a grant of an additional 50,000 restrictedshares of our common stock pursuant to the 2003 Incentive Plan, which will vestas to 12,500, 12,500 and 25,000 shares, respectively, if the volume weighteddaily average stock price for ten consecutive trading days reaches $20, $25 and$30, respectively, on or before January 1, 2008, provided that Mr. Calisi isemployed by us as Chief Executive Officer on such dates(s).  Mr. Calisicontinues to be eligible to receive a performance bonus equivalent to 75% ofhis base salary pursuant to our MBO and Bonus Program.  The above referenced stock option grant toMr. Calisi accelerates upon a Change in Control as defined in the 2003Incentive Plan.  The vesting of shares underling the stock option andrestricted stock grants pursuant to the 2003 Incentive Plan described abovewill cease upon termination of Service to Overland, as defined in the 2003Incentive Plan.

**W.Michael Gawarecki. **Mr.Gawarecki, our Vice President of Operations is an at-will employee and may beterminated by us for any reason, with our without notice.  Mr. Gawarecki currently earns an annualsalary of $246,500.  The September 2005employment agreement between us and Mr. Gawarecki expired on June 30, 2006.

**ChristieHuff.** Ms. Huff, ourVice President of Worldwide Marketing, is an at-will employee and may beterminated by us for any reason, with or without notice.  Ms. Huff currently earns an annual salary of $195,000per year.

**MichaelS. Kerman.**  Mr. Kerman,our Vice President and General Manager of the Appliance Business Unit, is anat-will employee and may be terminated by us for any reason, with or withoutnotice.  Mr. Kerman currently earns anannual salary of $225,000 per year.

**Vernon A.LoForti.**  We enteredinto an employment agreement with Mr. LoForti on December 4, 2000, pursuant towhich Mr. LoForti is employed as our Vice President and Chief FinancialOfficer. The employment agreement has a one-year term, automatically renews forsuccessive one-year terms, and provides that our Board may unilaterally modifyMr. LoForti’s compensation at any time. If we terminate Mr. LoForti’s employment without

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cause, then we areobligated to pay him a severance payment equal to his base salary, payable on apro-rated basis according to our normal payroll cycle for the 12 monthsfollowing his termination. In addition, he is entitled to receive acceleratedvesting for any stock options that would otherwise have vested during the12-month period following his termination. He is also entitled to receive thecash severance payment if he resigns for good reason because of any of thefollowing events: (i) reduction in compensation of more than 10%; (ii) changein position or duties so that his duties are no longer consistent with hisprevious position; or (iii) change in principal place of work to more than 50miles from our current facility without his approval.  Mr. LoForti currently earns a salary of$297,750 per year.

**Robert J.Scroop. **Mr. Scroop,our Vice President Engineering, is an at-will employee and may be terminated byus for any reason, with or without notice. Mr. Scroop currently earns an annual salary of $220,500 per year.

**StockOption Acceleration Program**

In July 2005, ourBoard of Directors approved the accelerated vesting of all unvested stockoptions, held by the company’s officers and employees, with an exercise priceat or above $12.00 per share, effective July 3, 2005. The stock optionacceleration program does not apply to stock options held by our non-employeedirectors. The accelerated options were issued under the 2000 Stock OptionPlan, the 2001 Supplemental Stock Option Plan and the 2003 Incentive Plan.  In connection with the acceleration ofvesting of options held by our executive officers, each executive officeragreed not to sell or transfer any shares subject to accelerated vesting untilthe original vesting date would have occurred based on the original vestingschedule (without giving effect to any future termination of service). Theprimary purpose of the accelerated vesting was to eliminate future stock-basedemployee compensation expense.

**Retention Agreements**

We entered intoretention agreements with Messrs. LoForti, Scroop and Gawarecki effectiveJanuary 27, 2000, with Mr. Calisi effective March 12, 2001, withMr. Kerman effective August 30, 2004 and with Ms. Huff effective September 14,2005.  These agreements provide that theofficer will receive a severance payment if, within two years of theconsummation of a change in control of Overland, he or she is terminatedwithout cause or resigns with good reason. These severance payments are basedon the officer’s base salary at the time of the consummation of the change incontrol or the termination date, whichever is higher, plus his or her targetbonus for the year prior to the consummation of the change in control. Theagreements provide that, upon a change in control, Mr. Calisi would beentitled to receive an amount equal to 2.5 times his base salary plus targetbonus, and Mr. LoForti would be entitled to receive an amount equal to 2.0times his base salary plus target bonus. Ms. Huff, and Messrs. Gawarecki, Kerman,and Scroop each would be entitled to an amount equal to their respective basesalary plus target bonus. If any portion of any payment under any of theagreements would constitute an “excess parachute payment” within the meaning ofSection 280G of the Internal Revenue Code, then that payment will bereduced to an amount that is one dollar less than the threshold for triggeringthe tax imposed by Section 4999 of the Internal Revenue Code.

**MBO and Bonus Plan**

Our Chief Executive Officer and other executiveofficers participate in our executive bonus plan which is designed as aperformance-based component of their compensation package. The CompensationCommittee tailors the plan for each executive to be unique to his or her areaof responsibility. For fiscal year 2006, the plan established by theCompensation Committee has been and will be evaluated and paid on a quarterlybasis, and include two performance measurement points for each executiveofficer:

·      ouractual earnings per share (EPS) in comparison to the target approved by theCompensation Committee; and

·      achievementof individual job performance goals and objectives.

No bonuses were paid underthe plan during the 2006 fiscal year, because the EPS targets were not achieved.

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**Discretionary Bonus**

On January 24,2006, the Compensation Committee of our board of directors approved a $10,000discretionary bonus payable immediately to certain of our executive officers inrecognition of certain OEM business awarded to Overland.  The $10,000 discretionary bonus was paid inFebruary 2006 to each of the following persons:
| Diane N. Gallo       |   | Former Vice President, Human Resources                       |
|----------------------|--------|--------------------------------------------------------------|
| W. Michael Gawarecki |   | Vice President, Operations                                   |
| Christie Huff        |   | Vice President, Worldwide Marketing                          |
| Michael Kerman       |   | Vice President and General Manager, Appliance  Business Unit |
| Vernon A. LoForti    |   | Vice President, Chief Financial Officer and  Secretary       |
| Robert J. Scroop     |   | Vice President, Engineering                                  |

 

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