Executive Bonus Plan



 Exhibit 10.54 

OVERLAND STORAGE, INC. 

EXECUTIVE BONUS PLAN 

This document sets forth the terms of the Executive Bonus Plan (the “Bonus Plan”) of Overland Storage, Inc. (the “Company”).

 Purpose of the Plan 
 The
objectives of the Bonus Plan are to attract, motivate and retain highly qualified individuals to enable the Company to meet its objectives, reward individual contributions to the Company’s success, encourage executives to focus on the
achievement of corporate and individual goals and motivate employees to create long-term sustainable value for the Company’s stockholders. 

Operation of the Plan 
 The Bonus Plan
has the following elements: 
  

	 	•	 	 The Compensation Committee of the Company’s Board of Directors (the “Committee”) will select the executives eligible to participate in
the Bonus Plan for each measurement period to be used to determine bonuses payable under the Bonus Plan (each, a “Bonus Period”). 


  

	 	•	 	 The Company’s attainment of one or more performance goal(s) for revenue, gross profit, operating income, operating expenses and/or earnings per
share as approved by the Committee for the applicable Bonus Period will be used to determine the bonuses payable to participants under the Bonus Plan. The Committee may establish minimum, target and/or maximum performance goals for one or more of
these performance metrics. 


  

	 	•	 	 For each Bonus Plan participant, the Committee will establish target bonus amounts for each Bonus Period. The Committee will also establish the
percentage of the total bonus that will be determined based on Company performance and the percentage of the total bonus that will be determined based on individual performance and, as applicable, the performance goals that will be used to determine
a participant’s individual performance for the Bonus Period. 


  

	 	•	 	 If a bonus becomes payable to a participant pursuant to the Bonus Plan, the bonus will be paid to the participant in cash following the Bonus Period
and in all events not later than two and one-half months after the end of the last day of the Bonus Period. 


  

	 	•	 	 Unless otherwise expressly set forth in a written agreement between the participant and the Company, a participant must be employed with the Company
(or one of its affiliates or subsidiaries) on the last day of the Bonus Period in order to be eligible to receive a bonus under the Bonus Plan (subject to the achievement of the applicable performance measures) for that Bonus Period, and a
participant will have no right to a bonus (or any partial bonus) for a Bonus Period under the Bonus Plan if the participant’s employment terminates or is terminated (regardless of the reason, whether with or without cause) prior to the last day
of that Bonus Period. 


  

 1 








 Other Rules 

No Assignment. The rights, if any, of a participant or any other person to any payment or other benefits under the Bonus
Plan may not be assigned, transferred, pledged, or encumbered except by will or the laws of descent or distribution. 
 Tax
Withholding. The Company has the right to deduct from any bonus amount otherwise payable the amount of any and all required income, employment and other tax withholding required with respect to such payment. 

Amendment. The Committee reserves the right to amend and/or terminate the Bonus Plan at any time and in any
manner. 
 No Fiduciary Relationship. Nothing contained in the Bonus Plan and no action taken pursuant to the
provisions of the Bonus Plan shall create or be construed as creating a trust or any kind of fiduciary relationship between the Company and any of its affiliates, or the Committee, on one hand, and any participant or any other person on the other
hand. 
 No Right to Bonus or Continued Employment. Nothing contained in the Bonus Plan or any related document
constitutes an employment or service commitment by the Company (or any affiliate), affects an employee’s status as an employee at will who is subject to termination without cause, confers upon any participant any right to remain employed by or
in service to the Company (or any affiliate), or interferes in any way with the right of the Company (or any affiliate) to terminate a participant’s employment or to change the participant’s compensation or other terms of employment at any
time. There is no commitment or obligation on the part of the Company (or any affiliate) to continue any bonus plan (similar to the Bonus Plan or otherwise) in any future fiscal year. 

Administration. The Committee shall administer the Bonus Plan, select participants for the Bonus Plan, determine the
applicable performance measures, relative weights of those measures, specific performance goals, and bonus opportunities, determine performance and the extent to which any applicable goals have been satisfied, determine whether any bonus is actually
payable under the Bonus Plan and, subject to the express limitations of the Bonus Plan, the amount of each bonus, and determine the time or times at which and the form and manner in which bonuses will be paid. The Committee shall have the authority
to construe and interpret the Bonus Plan and any agreement or other document relating to the Bonus Plan. All actions taken and all interpretations and determinations made by the Company in respect of the Bonus Plan shall be conclusive and binding on
all persons and shall be given the maximum deference permitted by law. 
 Adjustments. The Committee may, in its
sole discretion, adjust performance measures, performance goals, relative weights of the measures, and other provisions of the Bonus Plan to the extent (if any) it determines that the adjustment is necessary or advisable to preserve the intended
incentives and benefits to reflect (1) any material change in corporate capitalization, any material corporate transaction (such as a reorganization, combination, separation, merger, acquisition, or any combination of the foregoing), or any
complete or partial liquidation of the Company, (2) any change in accounting policies or practices, (3) the effects of any special charges to the Company’s earnings, or (4) any other similar special circumstances. 

 

 2