**Exhibit 10.2**

 

**DEFERRED STOCK AWARD AGREEMENTFOR DIRECTORS UNDER 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 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 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$.0001 per 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, and (ii) shareshave been issued pursuant to Section 4 of this Award Agreement.

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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**                                                                                                                   |
|---------------------------------------------------------------------------|------------|------------------------------------------------------------------------------------------------------------------------------------|
| 25% of the Restricted Stock Units rounded down to  the nearest whole unit |       | Each of March 1, June 1,  September 1 and December 1,  2          |

 

In addition, the grant shall be subject to acceleration of 100% ofremaining unvested portion upon an Acquisition (as defined in the Plan).

 

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 of 

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# RestrictedStock Units granted herein, all Restricted Stock Units shall immediately andautomatically be forfeited and returned to the Company.

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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 be effected by the Companydirecting its transfer agent to deposit such shares of Stock into the Grantee’sbrokerage account.  The Grantee’s costbasis in any shares 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 the contrary, this Award Agreementshall be subject to and governed by all the terms and conditions of the Plan,including the powers of the Committee set forth in Section 2(b) ofthe 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 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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# 7.             Tax Withholding.  ThisSection 7 applies only to Grantees who are subject to U.S. Federal taxwithholding.  The Grantee shall, notlater than the date (the “Taxation Date”) as of which the receipt of this Awardbecomes a taxable event for U.S. Federal income tax purposes (if applicable toGrantee), pay to the Company or make arrangements satisfactory to the Committeefor payment of any U.S. Federal, state, and local taxes required by law to bewithheld on account of such taxable event. The Grantee may elect to have the required minimum tax withholdingobligation satisfied, in whole or in part, by (i) authorizing the Companyto withhold from shares of Stock to be issued, or (ii) transferring to theCompany, a number of shares of Stock with an aggregate Fair Market Value thatwould satisfy the withholding amount due.  Unless the Grantee shall haveotherwise notified the Company in writing to it Chief Financial Officer atleast 30 

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# daysprior to a Taxation Date, the Grantee shall be deemed to have elected tosatisfy such obligation in the manner set forth in clause (i) of the priorsentence.  Notwithstanding the 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.  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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# 9.             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: |

 

 

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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