On July 2, 2012, Larry A. Gill and Guidance Software, Inc. ("Company" or "Guidance") agreed to the mutual separation of Mr. Gill's employment as Senior Vice President of Sales for the Company.

On July 5, 2012, the Company entered into a Separation Agreement and General Release (the "Agreement") with Mr. Gill in connection with his separation of employment from the Company. Pursuant to the Agreement and provided that Mr. Gill does not revoke his acceptance of the Agreement, we will pay Mr. Gill a one-time severance payment of (i) $260,000, representing an amount equal to twelve months of his base salary as of the date of his separation; and
(ii) $61,579, representing an amount equal to the accrued sales commissions Mr. Gill earned through his separation date pursuant to his 2012 Sales Compensation plan. In addition to the cash payments described above, 6,933 shares of restricted stock held by Mr. Gill will vest as of his separation date that would have otherwise vested on January 25, 2013.

The foregoing information is a summary of the key terms of the Agreement, is not complete, and is qualified in its entirety by reference to the full text of the Agreement, a copy of which is attached as an exhibit to this Current Report on Form 8-K. Readers should review the Agreement for a complete understanding of its terms and conditions.

(d) Exhibits

Exhibit      Description

10.1         Separation Agreement and General Release, dated July 5, 2012, by and
             between Larry A. Gill and Company.