QuickLinks
 -- Click here to rapidly navigate through this document

 
 

Exhibit 10.39    
    


OPTIUM CORPORATION  


Notice of Grant of Stock Option  


        Anthony R. Musto (the
"Grantee") has been granted an option (the
"Option") to purchase certain shares of Optium Corporation (the
"Company") non-voting common stock (the
"Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the
"Plan"), as follows: 



	

Grant Date:	
 	

April 14, 2006
	

Number of Option Shares:	
 	

1,100,000
	

Exercise Price (per share):	
 	

$0.77
	

Expiration Date:	
 	

April 13, 2016
	

Tax Status of Option:	
 	

Non-Qualified Option






 Vested Shares:    Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not
terminated prior to any applicable date set forth below, the Shares will vest 25% on April 1, 2007 and 2.08% monthly thereafter with the final vesting occurring on April 1, 2010.
Fractional shares are not exercisable until fractional shares equal a whole share. 


        Vesting
Acceleration of 25% of original grant (or 100% of remaining unvested portion if less) if either the following occur (i) termination of the Grantee by the Company (or its
successor) without Cause (as defined in the Plan or any superceding employment agreement) or (ii) Constructive Termination (as defined in the Plan or any superceding employment agreement) with one
year of a Change in Control (as defined in the Plan or any superceding employment agreement). 


        This
option shall be a reverse vesting option (i.e., the Grantee may exercise the entire grant at anytime and the exercise of the unvested portion shall result in the issuance of
unvested restricted stock subject to vesting and repurchase by the Company, pursuant to an agreement with terms determined by the Company in its sole discretion to reflect the vesting provisions of
this Option. 


        By
their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are
attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their
provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same document. 


OPTIUM, INC.



	By:	/s/  EITAN GERTEL      
	 	By:	/s/  ANTHONY R. MUSTO      

	 	Name:	 	Eitan Gertel	 	 	Anthony R. Musto
	 	Title:	 	President & CEO	 	 	 	 
	

 	

Address:	
 	

500 Horizon Drive	
 	

 	

Address:	

 
	 	 	 	Suite #505

Chalfont, PA 18914	 	 	 	 






ATTACHMENTS:    Optium
Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement. 







OPTIUM CORPORATION  


Notice of Grant of Stock Option  


        Anthony R. Musto (the
"Grantee") has been granted an option (the
"Option") to purchase certain shares of Optium Corporation (the
"Company") non-voting common stock (the
"Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the
"Plan"), as follows: 



	

Grant Date:	
 	

4/5/2005
	

Number of Option Shares:	
 	

300,000
	

Exercise Price (per share):	
 	

$0.08
	

Expiration Date:	
 	

4/5/2015
	

Tax Status of Option:	
 	

Incentive Stock Option






 Vested Shares:    Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not
terminated prior to any applicable date set forth below, the Shares will vest 25% on 4/1/2006 and 2.08% monthly thereafter with the final vesting occurring on 4/1/2009. Fractional shares are not
exercisable until fractional shares equal a whole share. 


        By
their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are
attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their
provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same document. 


OPTIUM, INC.



	By:	/s/  EITAN GERTEL      
	 	By:	/s/  ANTHONY R. MUSTO      

	 	Name:	 	Eitan Gertel	 	 	Anthony R. Musto
	 	Title:	 	President & CEO	 	 	 	 
	

 	

Address:	
 	

500 Horizon Drive	
 	

 	

Address:	

 
	 	 	 	Suite #505

Chalfont, PA 18914	 	 	 	 






ATTACHMENTS:    Optium
Corporation Stock Incentive Elm, as amended through the Grant Date, and the Option Agreement. 







OPTIUM CORPORATION  


Notice of Grant of Stock Option  


        Anthony Musto (the
"Grantee") has been granted an option (the
"Option") to purchase certain shares of Optium Corporation (the
"Company") non-voting common stock (the
"Stock") pursuant to the Optium, Inc. Stock Incentive Plan (the
"Plan"), as follows: 



	

Grant Date:	
 	

May 1, 2003
	

Number of Option Shares:	
 	

450,000 shares of Stock
	

Exercise Price (per share):	
 	

$0.04
	

Expiration Date:	
 	

May 1, 2013
	

Tax Status of Option:	
 	

Incentive Stock Option






 Vested Shares:    Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not
terminated prior to any applicable date set forth below, the number of Vested Shares as of each date set forth below shall be: 



	Vesting Date
 
	 	Vested Shares

	February 1, 2004	 	112,500
	
Plus:	
 	

 
	

March 1, 2004 and each full month

thereafter until January 1, 2007	
 	

9,375
	

February 1, 2007	
 	

9,375






        By
their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are
attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their
provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same document. 


OPTIUM, INC.



	By:	/s/  PAUL SUCHOSKI      
	 	By:	/s/  ANTHONY MUSTO      

	 	Name:	 	Paul Suchoski	 	 	Anthony Musto
	 	Title:	 	CEO	 	 	 	 
	

 	

Address:	
 	

2721 Discovery Drive	
 	

 	

Address:	

 
	 	 	 	Suite #500

Orlando, FL 32826	 	 	 	 






ATTACHMENTS:    Optium
Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement. 







OPTIUM CORPORATION  


Notice of Grant of Stock Option  


        Anthony Musto (the
"Grantee") has been granted an option (the
"Option") to purchase certain shares of Optium Corporation (the
"Company") non-voting common stock (the
"Stock") pursuant to the Optium Corporation Stock Incentive Plan (the
"Plan"), as follows: 



	

Grant Date:	
 	

May 1, 2003
	

Number of Option Shares:	
 	

100,000 shares of Stock
	

Exercise Price (per share):	
 	

$0.04
	

Expiration Date:	
 	

May 1, 2013
	

Tax Status of Option:	
 	

Incentive Stock Option






 Vested Shares:    Except as provided in Stock Option Agreement, and provided that the Grantee's Service Relationship has not
terminated prior to any applicable date set forth below, the number of Vested Shares as of each date set forth below shall be: 



	Vesting Date
 
	 	Vested Shares

	May 1, 2003	 	47,913
	
Plus:	
 	

 
	

June 1, 2003 and each full month

thereafter until May 1, 2005	
 	

2,083
	

June 1, 2005	
 	

2,095






Additional Vesting Provisions:  


        1.     100%
of any unvested Stock shall vest if either of the following occur within one year following a Change in Control (as defined in the Plan): (i) termination of
the Grantee by the Company (or its successor) Without Cause (as defined in the Plan) or (ii) if the Grantee resigns with Good Reason (as defined in the Plan). 



        2.     This
Option shall be a reverse vesting option (i.e., the Grantee may exercise the entire grant at anytime and the exercise of any unvested portion shall result in the
issuance of unvested restricted stock subject to vesting and repurchase by the Company, pursuant to an agreement with terms determined by the Company in its sole discretion to reflect the vesting
provisions of this Option). 


        By
their signatures below, the Company and the Grantee agree that the Option is governed by this Notice and by the provisions of the Plan and the Option Agreement, both of which are
attached to and made a part of this document. The Grantee acknowledges receipt of a copy of the Plan and the Option Agreement, represents that the Grantee has read and is familiar with their
provisions, and hereby accepts the Option subject to all of their terms and conditions. This Notice may be executed in two or more counterparts, each of which shall be deemed an original, but all of
which shall constitute one and the same document. 








OPTIUM CORPORATION



	By:	/s/  PAUL SUCHOSKI      
	 	By:	/s/  ANTHONY MUSTO      

	 	Name:	 	Paul Suchoski	 	 	Anthony Musto
	 	Title:	 	CEO	 	 	 	 
	

 	

Address:	
 	

2721 Discovery Drive	
 	

 	

Address:	

 
	 	 	 	Suite #500

Orlando, FL 32826	 	 	 	 






ATTACHMENTS:    Optium
Corporation Stock Incentive Plan, as amended through the Grant Date, and the Option Agreement. 







Additional
Agreement 


        All
Option grants dated on or prior to April 14, 2006 held by Grantee are subject reverse vesting (i.e., the Grantee may exercise the entire grant at any time and the exercise of
the unvested portion shall result in the issuance of unvested restricted stock subject to vesting and repurchase by the Company pursuant to an agreement with terms determined by the Company in its
sole discretion to reflect the vesting provisions of the applicable Option). 











QuickLinks



Exhibit 10.39