Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d) On November 11, 2008, our Board of Directors (the "Board"), upon the recommendation of the Nominating and Corporate Governance Committee of the Board, appointed Thomas H. Marmen to the Board effective November 11, 2008. Mr. Marmen was appointed to serve as a Class I director, continuing in office until our 2009 annual meeting of stockholders and until such time as his successor is duly elected and qualified or until his earlier death, resignation or removal. Upon his election to the Board, Mr. Marmen received an automatic initial grant of a non-qualified stock option to purchase 50,000 shares of our common stock (the "Initial Grant"), pursuant to the terms of our 2000 Amended and Restated Non-Employee Directors' Stock Option Plan. The shares of common stock subject to the Initial Grant vest over a period of four years, with 25% of the shares vesting 12 months after the date of grant and the balance of the shares vesting in equal monthly installments over the remaining three-year period. Subject to his continued service as a director, Mr. Marmen will also be entitled to receive an automatic fully-vested non-qualified stock option to purchase 20,000 shares of our common stock on each annual meeting of stockholders. Mr. Marmen is also entitled to customary director fees and reimbursements. Mr. Marmen has also entered into Dot Hill's standard form of indemnity agreement. The indemnity agreement provides, among other things, that we will indemnify Mr. Marmen, under the circumstances and to the extent provided for therein, for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his service to Dot Hill as a director, and otherwise to the fullest extent under applicable law. Mr. Marmen was also appointed as a member of the Compensation Committee of the Board. In addition, Kimberly Alexy, a current director, was appointed chair of the Compensation Committee of the Board and Richard Mejia, Jr., a current director, was appointed as a member of the Audit Committee of the Board and the Nominating and Corporate Governance Committee of the Board. A copy of the November 14, 2008 press release announcing Mr. Marmen's appointment to the Board is attached as Exhibit 99.1 to this Current Report and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. Exhibit No. Description 99.1 Press release of Dot Hill Systems Corp. dated November 14, 2008.

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