Exhibit 99.1
March 27, 2009
Mike Gawarecki
xxxxxxxxxxxxxxxxxxxxxxx
San Diego, California xxxxx
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Re:
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Separation
and General Release Agreement
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Dear Mike,
As we discussed, your employment
with Overland Storage, Inc. (the “Company”) will
terminate effective March 27, 2009 (“Separation
Date”). Although the Company does not have a formal severance
policy, this letter sets forth our proposed agreement concerning
your separation from the Company, benefits from the Company and
your release of the Company from any obligations or
claims.
On your Separation Date, regardless
of whether you sign this Agreement, the Company shall provide you
with a final paycheck less all applicable federal, state and local
income, social security and other payroll taxes. You acknowledge
that the Company has paid you all salary and bonus payments to
which you are entitled in connection with your service as an
employee of the Company and that you are not entitled to any
additional compensation from the Company.
IN CONSIDERATION of the mutual
promises contained herein, the parties agree as follows:
1. CONSIDERATION .
1.1 The Company agrees to pay to
you, on the Company’s normal payroll cycle, six
(6) months base salary at your most recent rate of pay, less
all applicable federal, state and local income tax, Social Security
and other payroll taxes. During this six (6) month period,
your stock options will continue to vest. At the end of the six
(6) month period, any unvested options will become fully
vested and exercisable and you will have one year from your
Separation Date (or March 27, 2010) to exercise your vested,
unexpired options. Thereafter, all vested but unexercised options
will expire.
1.2 The Company agrees to provide
you with election forms for family medical, dental and vision
insurance continuation as provided by the Consolidated Omnibus
Budget Reconciliation Act (COBRA). If you elect COBRA coverage, the
Company will pay the underlying insurance premiums for up to twelve
(12) months. This benefit, however, will terminate on the
earlier of twelve (12) months following your Separation Date
or the date you secure full-time employment and become eligible for
health care coverage. Nothing in this Agreement may be construed as
extending your COBRA period beyond the twelve (12) month
period allowed under that law, nor is the Company assuming any
responsibility that you have for formally electing to continue
coverage.
-1-
2. RETURN OF COMPANY PROPERTY
. You are required to immediately return on the Separation Date all
Company property, with the exception of your Blackberry, that you
have in your possession, including your laptop computer, all other
office equipment and accessories, account lists, employee lists or
client lists, credit cards, keys, and documents, including copies
of documents. With regard to your Blackberry, you may keep the
equipment and the phone number, but cellular service provided by
the Company will be terminated on the Separation Date and you
should transfer the service to a provider of your choice at your
expense.
3. RELEASE OF ALL CLAIMS . In
consideration of and in return for the promises and covenants
undertaken in this Agreement, and for other good and valuable
consideration, receipt of which is hereby acknowledged, you do
hereby acknowledge full and complete satisfaction of and do hereby
release, absolve and discharge the Company and each of the
Company’s parents, subsidiaries, related companies and
business concerns, past and present, and each of them, as well as
each of their partners, trustees, directors, officers, agents,
attorneys, servants and employees, past and present, and each of
them (collectively referred to as “Releasees”), from
any and all claims, demands, liens, agreements, contracts,
covenants, actions, suits, causes of action, grievances, wages,
vacation payments, severance payments, workers’ compensation
claims, obligations, commissions, overtime payments, debts, profit
sharing claims, expenses, damages, judgments, orders and
liabilities of whatever kind or nature in state or federal law,
equity or otherwise, whether known or unknown to you (collectively,
the “Claims”), which you now own or hold or have at any
time owned or held as against Releasees, or any of them, including
specifically, but not exclusively and without limiting the
generality of the foregoing, any and all Claims known or unknown,
suspected or unsuspected: (1) arising out of your employment
with the Company or your termination of that employment; or
(2) arising out of or in any way connected with any claim,
loss, damage or injury whatsoever, known or unknown, suspected or
unsuspected, resulting from any act or omission by or on the part
of Releasees, or any of them, committed or omitted on or before the
date this Agreement is executed by you. Also, without limiting the
generality of the foregoing, you specifically release Releasees
from any claim for attorneys’ fees. YOU ALSO SPECIFICALLY
AGREE AND ACKNOWLEDGE THAT YOU ARE WAIVING ANY RIGHT TO RECOVERY
BASED ON STATE OR FEDERAL AGE, SEX, PREGNANCY, RACE, COLOR,
NATIONAL ORIGIN, MARITAL STATUS, RELIGION, VETERAN STATUS,
DISABILITY, SEXUAL ORIENTATION, MEDICAL CONDITION OR OTHER
ANTI-DISCRIMINATION LAWS, INCLUDING, WITHOUT LIMITATION,
TITLE VII OF THE CIVIL RIGHTS ACT OF 1964, THE AGE
DISCRIMINATION IN EMPLOYMENT ACT, THE EQUAL PAY ACT, THE AMERICANS
WITH DISABILITIES ACT AND THE CALIFORNIA FAIR EMPLOYMENT AND
HOUSING ACT, CALIFORNIA LABOR CODE SECTION 970, THE FAMILY AND
MEDICAL LEAVE ACT, THE EMPLOYEE RETIREMENT INCOME SECURITY ACT, THE
WORKER ADJUSTMENT AND RETRAINING ACT, THE FAIR LABOR STANDARDS ACT,
AND ANY OTHER SECTION OF THE CALIFORNIA LABOR CODE, AL
