**Exhibit 10.5**

 

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

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Nameof Grantee:  **David Renner**No. of Restricted Stock Units Granted: **6,472**

GrantDate:  **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 shall relate to one share of Common Stock,par value $.01 per share (the “Stock”) of the Company specified above, subjectto the restrictions 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%                                                                  |       | 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 at any time accelerate thevesting schedule specified in this Section 2.

 

# 3.             Forfeiture.  If theGrantee’s employment with the Company and its Subsidiaries is voluntarilyterminated by the Grantee or involuntarily terminated for “cause” (asdetermined by the Company in its absolute discretion) prior to vesting ofRestricted Stock Units granted herein, all Restricted Stock Units shallimmediately and automatically 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 thisAward Agreement shall have the meaning specified in the Plan, unless adifferent meaning is specified herein.

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# 6.             Transferability of this Award Agreement. This Award Agreement is personal to the Grantee, is non-assignable and isnot transferable in any manner, by operation of law or otherwise, other than bywill or the laws of descent and distribution.

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# 7.             Tax Withholding. This Section 7 applies only to Grantees 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 elect to have the requiredminimum tax withholding obligation satisfied, in whole or in part, by (i) authorizingthe Company to withhold from shares of Stock to be issued, or (ii) transferringto the Company, a number of shares of Stock with an aggregate Fair Market Valuethat would satisfy the withholding amount due.  Unless the Grantee shall have otherwise notified the Company in writingto it Chief Financial Officer at least 30 days prior to a Taxation Date, theGrantee shall be deemed to have elected to satisfy such obligation in themanner set forth in clause (i) of the 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.  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 ofthe Grantee 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:                                             |   |
|                                                                                                                        |                                            |   |
|                                                                                                                        |                                            |   |
|                                                                                                                        | /s/  Eitan Gertel                               |   |
|                                                                                                                        | Name:  Eitan Gertel                             |   |
|                                                                                                                        | Title:  CEO, President & Chairman      |   |
|                                                                                                                        | Address:  200 Precision Road, Horsham, PA 19044 |   |
|                                                                                                                        |                                            |   |
|                                                                                                                        |                                            |   |
| The foregoing Award Agreement is hereby accepted and  the terms and conditions thereof hereby agreed to by the undersigned. |                                            |
|                                                                                                                        |                                            |   |
|                                                                                                                        |                                            |   |
| Dated:                                                                                                                      |                                            |   | /s/ David Renner |   |
|                                                                                                                        | David Renner                                    |   |
|                                                                                                                        |                                            |   |
|                                                                                                                        |                                            |   |
|                                                                                                                        | Grantee’s name and address:                |   |
|                                                                                                                        |                                            |   |
|                                                                                                                        | David Renner                                    |   |
|                                                                                                                        | 112 Usher Lane                                  |   |
|                                                                                                                        | North Wales, PA 19454                           |   |
|                                                                                                                        |                                            |   |
|                                                                                                                        |                                            |   |
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|                                                                                                                             |                                                 |        |  |  |

 

 

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