**Exhibit 10.2**

 

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

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Nameof Grantee: **Christopher Brown**No. of Restricted Stock Units Granted: **6,813**Grant Date: **11-Mar-2008**

 

Pursuant to the Optium Corporation 2006 Stock Option and Incentive Plan(the “Plan”) as amended through the date hereof, Optium Corporation (the “Company”)hereby grants a Deferred Stock Award (an “Award”) consisting of the number ofphantom stock units listed as “Restricted Stock Units” above (the “RestrictedStock Units”) to the Grantee named above. Each Restricted Stock Unit shallrelate to one share of Common Stock, par value $.01 per share (the “Stock”) ofthe Company specified above, subject to the restrictions and conditions setforth herein and in the Plan.

 

# 1.             Restrictions on Transfer of Award. The Award shall not be sold, assigned,transferred, pledged or otherwise encumbered or disposed of by the Grantee,until (i) the Restricted Stock Units have vested as provided in Section 2of this Award Agreement, and (ii) shares have been issued pursuant to Section 4of this Award Agreement.

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# 2.             Vesting of Restricted Stock Units. The Restricted Stock Units shall vestin accordance with the schedule set forth below, provided in each case that theGrantee is then, and since the Grant Date has continuously remained, in aservice relationship (in the capacity of an employee, officer, director orconsultant) with the Company or its Subsidiaries.

 

| **Incremental (Aggregate) Number  of Restricted Stock Units Vested** | ** ** | **Vesting Date**      |
|----------------------------------------------------------------------|------------|-----------------------|
| 25%                                                                  |       | May 1, 2008      |
| 25%                                                                  |       | August 1, 2008   |
| 25%                                                                  |       | November 1, 2008 |
| 25%                                                                  |       | February 1, 2009 |

 

In the event of an Acquisition (as defined in the Plan) or upon anyinvoluntary termination of employment of the Grantee (other than an involuntarytermination for “cause” (as determined by the Company in its absolutediscretion)), any Restricted Stock Units that remain unvested at the time ofsuch Acquisition shall become fully vested at such time. The Committee may atany time accelerate the vesting schedule specified in this Section 2.

 

# 3.             Forfeiture. If the Grantee’s employment with the Company and itsSubsidiaries is voluntarily terminated by the Grantee or involuntarilyterminated for “cause” (as determined by the Company in its absolute discretion)prior to vesting of Restricted Stock Units granted herein, all Restricted StockUnits shall immediately and automatically be forfeited and returned to theCompany.

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# 4.             Issuance of 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 to the Grantee in book entry form the number ofshares of Stock equal to the number of Restricted Stock Units credited to theGrantee that have vested pursuant to Section 2 of this Award Agreement onsuch date in satisfaction of such Restricted Stock Units. Such issuance may beeffected by the Company directing its transfer agent to deposit such shares ofStock into the Grantee’s brokerage account. The Grantee’s cost basis in anyshares of Stock issued hereunder shall be $0.00.

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## (b)           Ineach instance above, the issuance of shares of Stock shall be subject to thepayment by the Grantee by cash or other means acceptable to the Company of anyfederal, state, local and other applicable taxes required to be withheld inconnection with such issuance in accordance with Section 7 of this AwardAgreement.

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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 Grantee as specified in Section 4(a) hereofand (ii) once shares have been delivered by book entry to the Grantee inrespect of the Restricted Stock Units, the Grantee will be free to sell suchshares of Stock, subject to applicable requirements of federal and statesecurities laws and Company policy.

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

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# 6.             Transferability of this Award Agreement. This Award Agreement is personal to theGrantee, is non-assignable and is not transferable in any manner, by operationof law or otherwise, other than by will or the laws of descent anddistribution.

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# 7.             Tax Withholding. This Section 7 applies only toGrantees who are subject to U.S. Federal tax withholding. The Grantee shall,not later than the date (the “Taxation Date”) as of which the receipt of thisAward becomes a taxable event for U.S. Federal income tax purposes (ifapplicable to Grantee), pay to the Company or make arrangements satisfactory tothe Committee for payment of any U.S. Federal, state, and local taxes requiredby law to be withheld on account of such taxable event. The Grantee may electto have the required minimum tax withholding obligation satisfied, in whole orin part, by (i) authorizing the Company to withhold from shares of Stockto be issued, or (ii) transferring to the Company, a number of shares ofStock with an aggregate Fair Market Value that would satisfy the withholdingamount due.  Unless the Grantee shallhave otherwise notified the Company in writing to it Chief Financial Officer atleast 30 days prior to a Taxation Date, the Grantee shall be deemed to haveelected to satisfy such obligation in the manner set forth in clause (i) ofthe prior sentence. Notwithstanding the

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# foregoing,the Company may require that such obligation be satisfied in cash by theGrantee upon notice to Grantee at least 30 days prior to the Taxation Date.

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# 8.             No Obligation to Continue ServiceRelationship. Neitherthe Company nor any Subsidiary is obligated by or as a result of the Plan orthis Award Agreement to continue the Grantee in employment or other servicerelationship and neither the Plan nor this Award Agreement shall interfere inany way with the right of the Company or any Subsidiary to terminate theemployment or other service relationship of the Grantee at any time.

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# 9.             Notices. Notices hereunder shall be mailed or delivered tothe Company at its principal place of business and shall be mailed or deliveredto the Grantee at the address on file with the Company or, in either case, atsuch other address as one party may subsequently furnish to the other party inwriting.

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|   | OPTIUM CORPORATION                              |
|--------|-------------------------------------------------|
|   |                                            |
|   | By:                                             |
|   |                                            |
|   | /s/  Eitan Gertel                               |   |
|   | Name:  Eitan Gertel                             |
|   | Title:  CEO, President & Chairman      |
|   | Address:  200 Precision Road, Horsham, PA 19044 |

 

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

 
| Dated: |                             |   | /s/ Chris Brown |   |
|--------|----------------------------------|--------|-----------------|--------|
|   | Chris Brown                      |
|   |                             |
|   | Grantee’s name and address: |
|   |                             |
|   | Christopher Brown                |
|   | 1432 Knightsbridge Rd.           |
|   | Blue Bell, PA 19432              |

 

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