**Exhibit 10.1**

 

**SECTION 102 DEFERRED STOCK AWARD AGREEMENTUNDER THE OPTIUM CORPORATION2006 STOCK OPTION AND INCENTIVE PLAN**

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Nameof Grantee:  No. of Restricted Stock Units Granted: Grant Date:

 

Pursuant to the Optium Corporation 2006 Stock Option and Incentive Planas amended through the date hereof, and theSection 102 Addendum (together, the “Plan”), Optium Corporation (the “Company”)hereby grants a Deferred Stock Award (an “Award”) consisting of the number of phantomstock units listed as “Restricted Stock Units” above (the “Restricted StockUnits”) to the Grantee named above.  EachRestricted Stock Unit shall relate to one share of Common Stock, par value $.0001per share (the “Stock”) of the Company specified above, subject to therestrictions and conditions set forth herein and in the Plan.

 

# 1.          Restrictions on Transfer of Award. The Award shall not be sold, assigned, transferred, pledged or otherwiseencumbered or disposed of by the Grantee, until (i) the Restricted StockUnits have vested as provided in Section 2 of this Award Agreement, (ii) shareshave been issued pursuant to Section 4 of this Award Agreement, and (iii) theexpiration of any Holding Period (as defined below).

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# 2.          Vesting of Restricted Stock Units. The Restricted Stock Units shall vest in accordance with the scheduleset forth below, provided in each case that the Grantee is then, and since theGrant Date has continuously remained, in a service relationship (in thecapacity of an employee, officer, director or consultant) with the Company orits Subsidiaries.

 

| **Incremental (Aggregate)  Number of  Restricted Stock Units Vested** | ** ** | **Vesting Date** |
|-----------------------------------------------------------------------|------------|------------------|
|                                                                  |       |             |
|                                                                  |       |             |
|                                                                  |       |             |

 

In the event of an Acquisition (as defined in the Plan), the acquirershall assume the Award and the terms of this Award Agreement taking intoaccount any adjustment or substitution as provided in Section 3(c) ofthe Plan; provided, however, that if the Award and the terms of this AwardAgreement are not so assumed, any Restricted Stock Units that remain unvestedat the time of such Acquisition shall become fully vested at such time.  The Committee may at any time accelerate thevesting schedule specified in this Section 2.

 

# 3.          Forfeiture.  If theGrantee’s employment with the Company and its Subsidiaries is voluntarily orinvoluntarily terminated for any reason (including death) prior to vesting ofRestricted Stock Units granted herein, all Restricted Stock Units shall immediatelyand automatically be forfeited and returned to the Company.

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# 4.          Issuanceof Shares of Stock; Rights as Stockholder.

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## (a)           Assoon as practicable following each vesting date, but in no event later than 30****days after each such vesting date, the Company shall directits transfer agent to issue in accordance with Section 102 (as definedbelow) to the Trustee (as defined below) for the benefit of the Grantee, as applicable, in book entry form thenumber of shares of Stock equal to the number of Restricted Stock Unitscredited to the Grantee that have vested pursuant to Section 2 of this AwardAgreement on such date in satisfaction of such Restricted Stock Units.  Such issuance may be effected by the Companydirecting its transfer agent to deposit such shares of Stock into the Trustee’sbrokerage account.  The Grantee’s costbasis in any shares of Stock issued hereunder shall be $0.00.

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## (b)           Thesale of the shares of Stock or the withdrawal of the Awards or shares of Stockfrom the Trustee shall be subject to the payment by the Grantee by cash orother means acceptable to the Company of any federal, state, local, Israeli andother applicable taxes required to be withheld in connection with such sale orwithdrawal.

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## (c)           TheGrantee understands that (i) the Grantee shall have no rights with respectto the shares of Stock underlying the Restricted Stock Units, such as votingrights, dividend rights and dividend equivalent rights, unless and until suchshares of Stock have been issued to the Trustee as specified in Section 4(a) hereofand (ii) following the expiration of the Holding Period, once shares havebeen delivered by book entry to the Grantee in respect of the Restricted StockUnits, the Grantee will be free to sell such shares of Stock, subject toapplicable requirements of federal and state securities laws and Companypolicy.

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# 5.          Status of the Award. The Restricted Stock Unitsand any additional rights that may be distributed to you in connection withthis Award (the “Additional Rights”), shall be allocated on your behalf to theTrustee - ESOP Trust Company (the “Trustee”) under the provisions of theCapital Gain Tax Track and will be held by the Trustee for at least the periodstated in Section 102 of the Income Tax Ordinance, 1961, as amended (the “IncomeTax Ordinance”) and the Income Tax Regulations (Tax Relieves in Allocation ofShares to Employees), 2003 promulgated thereunder (collectively, “Section 102”).If you shall sell or withdraw the Award from the trust prior to the end of theholding period (as such term defined in Section 102, the “Holding Period”),you shall promptly reimburse the Company and its affiliates, upon demand, forall expenses incurred by the Company and its affiliates as a result of suchaction, including without limitation, the employer portion of any payments tothe Israeli National Insurance. Yoursignature below acknowledges that you have read and understand the terms of thePlan and agree with the terms of the Trust Agreement pursuant to which thisAward shall be held in trust as required by the Income Tax Ordinance and yourunderstanding of the provisions of Section 102 and the applicable taxtrack of this Award. Your signature below also acknowledges that subject to theprovisions of Section 102, you shall not sell nor transfer this Award or theAdditional Rights prior to the expiration of the Holding Period.

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# 6.          Incorporation of Plan.  Notwithstanding anything herein to thecontrary, this Award Agreement shall be subject to and governed by all theterms and conditions of the Plan, including the powers of the Committee setforth in Section 2(b) of the Plan. Capitalized 

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# terms in this AwardAgreement shall have the meaning specified in the Plan, unless a differentmeaning is specified herein.

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# 7.          Transferability of this Award Agreement. This Award Agreement is personal to the Grantee, is non-assignable andis not transferable in any manner, by operation of law or otherwise, other thanby will or the laws of descent and distribution.

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# 8.          Tax Withholding.  TheGrantee shall, not later than the date as of which the receipt of this Awardbecomes a taxable event according to the capital gain track of Section 102of the Income Tax Ordinance (the “Taxation Date”), pay to the Company or makearrangements satisfactory to the Committee for payment of any Federal, statelocal and Israeli taxes required by law to be withheld on account of suchtaxable event.

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# 9.          No Obligation to Continue ServiceRelationship.  Neither the Company nor any Subsidiary isobligated by or as a result of the Plan or this Award Agreement to continue theGrantee in employment or other service relationship and neither the Plan northis Award Agreement shall interfere in any way with the right of the Companyor any Subsidiary to terminate the employment or other service relationship of theGrantee at any time.

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# 10.        Notices.  Noticeshereunder shall be mailed or delivered to the Company at its principal place ofbusiness and shall be mailed or delivered to the Grantee at the address on filewith the Company or, in either case, at such other address as one party maysubsequently furnish to the other party in writing.

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|   | OPTIUM CORPORATION |
|--------|--------------------|
|   |               |
|   |               |
|   |               |
|   | By:                |   |   |
|   |               | Title: |

 

 

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The foregoing Award Agreement is hereby accepted andthe terms and conditions thereof hereby agreed to by the undersigned.

 
| Dated: |   |   |                             |   |
|--------|--------|--------|----------------------------------|--------|
|   |   |   | Grantee’s Signature         |
|   |   |   |                             |
|   |   |   | Grantee’s name and address: |
|   |   |   |                             |   |
|   |   |   |                             |   |
|   |   |   |                             |   |

 

 

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