**Exhibit 10.41**

 

**OVERLANDSTORAGE, INC.2003 EQUITY INCENTIVE PLAN**

 

**NOTICE OF RESTRICTED STOCK AWARD**

 

Youhave been granted restricted shares of Common Stock of Overland Storage, Inc.(the “Company”) on the following terms:

 

Name of Recipient:

 

Total Number of Shares Granted:

 

**Fair Market Value per Share:**

** **

Total Fair Market Value of Award:

 

Date of Grant:

 

Vesting Schedule:

 

You and the Company agreethat these shares are granted under and governed by the terms and conditions ofthe Overland Storage, Inc. 2003 Equity Incentive Plan (the “Plan”) and theRestricted Stock Agreement, which is attached to and made a part of thisdocument.

 

Youfurther agree that the Company may deliver by email all documents relating tothe Plan or this award (including, without limitation, prospectuses required bythe Securities and Exchange Commission) and all other documents that theCompany is required to deliver to its security holders (including, withoutlimitation, annual reports and proxy statements).  You also agree that the Company may deliverthese documents by posting them on a web site maintained by the Company or by athird party under contract with the Company. If the Company posts these documents on a web site, it will notify youby email.

 
| **Recipient:** | **Overland  Storage, Inc.** |
|----------------|----------------------------------|
|           |                             |
|           |                             | By: |   |   |
|                |                                  |  |  |  |

 

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**OVERLAND STORAGE, INC.2003 EQUITY INCENTIVE PLAN**

 

**RESTRICTED STOCK AGREEMENT**

 
| **Payment  for Shares** | No payment is  required for the shares that you are receiving.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|-------------------------|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ** **              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Vesting**             | The shares that  you are receiving will vest in installments, as shown in the Notice of  Restricted Stock Award.  In addition,  the shares vest in full if the following event occurs:                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                    | •                  Your  Service terminates because of total and permanent disability, or death, or                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                    | No additional  shares vest after your Service has terminated for any reason.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|                    | 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.                                                                                                                                                                                                                                                                        |
|                    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Shares  Restricted**  | Unvested shares  will be considered “Restricted Shares.”   You may not sell, transfer, pledge or otherwise dispose of any  Restricted Shares without the written consent of the Company, except as  provided in the next sentence.  You may  transfer Restricted Shares to your spouse, children or grandchildren or to a  trust established by you for the benefit of yourself or your spouse, children  or grandchildren, or pursuant to a Domestic Relations Order.  However, a transferee of Restricted Shares  must agree in writing on a form prescribed by the Company to be bound by all provisions  of this Agreement. |
| ** **              |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
| **Forfeiture**          | If your Service  terminates for any reason, then your shares 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 Restricted Shares will immediately revert to the Company.  You receive no payment for Restricted  Shares that are forfeited.                                                                                                                                                                                                                                                                                        |

 

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|                                      | 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  Restricted Stock 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 Restricted Stock 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.                                                                                           |
|                                      |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Stock  Certificates**                   | The certificates  for Restricted Shares have stamped on them a special legend referring to the  Company’s right of repurchase.  In  addition to or in lieu of imposing the legend, the Company may hold the  certificates in escrow.  As your vested  percentage increases, you may request (at reasonable intervals) that the  Company release to you a non-legended certificate for your vested shares.                                                                                                                                                                                                                      |
| ** **                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Voting  Rights**                        | You may vote  your shares even before they vest.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
| ** **                                |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          |
| **Withholding  Taxes**                    | No stock  certificates will be released to you unless you have made acceptable  arrangements to pay any withholding taxes that may be due as a result of this  award or the vesting of the shares.   With the Company’s consent, these arrangements may include (a) withholding  shares of Company stock that otherwise would be issued to you when they vest  or (b) surrendering shares that you previously acquired. The fair market  value of the shares you surrender, determined as of the date when taxes  otherwise would have been withheld in cash, will be applied as a credit  against 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 employed or 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 Restricted Shares that remain subject to forfeiture will be  adjusted accordingly.                                                                                                                                                                                                      |
| ** **                         |                                                                                                                                                                                                                                                                                                                                                                                          |
| **Applicable  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, youagree to all of the terms and conditions described above and in the Plan.**

 

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