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**Exhibit 10.1**

OPTIUM CORPORATIONEXECUTIVE OFFICERFISCAL YEAR BONUS PLAN

I.  THE PLAN

The eligibleparticipants (each, a “Participant”) in the Optium Corporation (the “Company”)Fiscal Year Executive Officer Bonus Plan (the “Plan”) shall initially be ChiefExecutive Officer Eitan Gertel, Senior Vice President of Engineering andGeneral Manager Mark Colyar, Chief Financial Officer David Renner, VicePresident of Sales and Marketing Anthony Musto and General Counsel and VicePresident of Corporate Development Christopher Brown.  The Plan will be effective for fiscal year2007.  The Compensation Committee may addany Company employee at the Vice President level and above to the Plan as aParticipant at any time.

II. EXECUTIVE OFFICERANNUAL BONUS

Each Participantwill be eligible to receive a bonus for an applicable fiscal year based on theCompany’s achievement of targets adopted by the Compensation Committee forCompany revenue and non-GAAP operating profit (the “Metrics”) for the fiscalyear. The maximum bonus amount that each Participant will be eligible for underthe Plan during an applicable fiscal year shall be as follows:

| Target Achievement | ** ** | **Maximum  Annual Bonus Amount**   |
|--------------------|------------|------------------------------------|
|               |       |                               |
| 100% of Targets    |       | 30% of annual salary rate at time  |
| 130% of Targets    |       | 60% of annual salary rate at time  |
| 150% of Targets    |       | 100% of annual salary rate at time |

 

Key aspects of the operation of this Section II are:

·                  Bonusesunder this Section II will be payable semi-annually, but tracked on an annualbasis.  For example, if 130% of Metricstargets are met for the first and second fiscal quarter, a Participant shall beeligible to receive a maximum semi-annual bonus of 30% of annual salary rate(1/2 of the 60% maximum annual bonus for meeting the 110% Metrics targets), butif only 100% of the Metrics targets are ultimately met for the full fiscalyear, the Participant’s maximum bonus payment for the second half of the fiscalyear will be $0.00 so that, on an annual basis, the Participant will have beeneligible to receive maximum total bonuses for the fiscal year of 30% of annualsalary rate; provided, that in no event shall a Participant be required tore-pay any previously paid bonus amount;

·                  Paymentof a semi-annual bonus amount at less than the maximum permissible amount shallnot limit the Compensation Committee from making total bonus payments underthis Section II to a Participant in any fiscal year of up to 100% of themaximum annual bonus amount determined above;

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·                  Between100% and 130% performance, the maximum bonus award is linearly interpolatedwith the range of 30% to 60% and between 130% and 150% performance, the maximumbonus award is linearly interpolated with the range of 60% and 100%, in eachcase to determine the final maximum bonus amount for each Participant for thesemi-annual bonus period;

·                  Ineach case, achievement of the target for each of the Metrics shall be weighedequally for each bonus measurement period (e.g., if 110% of revenue Metric ismet and 100% of operating profit Metric is met, the maximum bonus amount forthe period would be 35% of annual salary rate at the time);

·                  Fortypercent of each bonus payment amount for each Participant shall bediscretionary (i.e., any bonus payment indicated by the chart above may bereduced by up to 40%) with the final award determined the CompensationCommittee; provided that, notwithstanding the foregoing, 100% of the maximumbonus amount for a fiscal year for each Participant shall be discretionary inthe event that the Company performs at less that 100% of any publicly-announcedforecast for one or more of the Metrics in any quarter of the applicable fiscalyear; and

·                  Forperformance during any bonus measurement period of at or above 90% but below100% of Metrics targets:

·                  at90% performance, the annualized maximum bonus amount will be 20% of annualsalary rate at the time;

·                  forperformance above 90% but below 100% of Metrics targets, the maximumbonusamount will be determined by linear interpolation with the annualizedpercentage of annual salary rate equal being to 30% at 100% of Metrics targets;and

·                  100%of the maximum bonus amount for each Participant shall be discretionary in theevent of performance at or above 90% but below 100% of Metrics targets (i.e.,any bonus payment indicated by the method above may be reduced by up to 100%)with the final award determined the Compensation Committee.

III. CHIEF EXECUTIVEOFFICER ADDITIONAL BONUS

In addition to thesemi-annual bonus amounts that the Company’s Chief Executive Officer iseligible to receive under Section II above, the Chief Executive Officer will beeligible to receive an additional annual bonus of up to $350,000.  Any such additional bonus amount shall bepaid annually.  Payment of thisadditional bonus amount shall be 100% discretionary with the final awarddetermined the Compensation Committee. In determining the size, if any, of this additional bonus amount, the 

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Compensation Committee will consider the Company’sachievement in strategic development, investor relations, human resources andcorporate citizenship, as well as the Company’s stock trading priceperformance, in each case during the applicable fiscal year.

IV. VICE PRESIDENT OFSALES AND MARKETING ADDITIONAL BONUS

In addition to thesemi-annual bonus amounts that the Company’s Vice President of Sales andMarketing is eligible to receive under Section II above, the Vice President ofSales and Marketing will be eligible to receive an additional quarterly bonusof up to $10,000 per fiscal quarter.  Anysuch bonus amount shall be paid semi-annually with respect to the two mostrecently completed fiscal quarters. Payment of this additional bonus amount shall be 100% discretionary withthe final award determined the Compensation Committee.  In determining the size, if any, of eachadditional quarterly bonus amount, the Compensation Committee will consider theCompany’s achievement in product order development during the applicable fiscalquarter.

V. ADDITIONAL ELIGIBILITYREQUIREMENTS

Additionaleligibility requirements to receive any bonus payments under the Plan include:

·                  Anybonus amount payable under the Plan shall be pro-rated with respect to anyParticipant for the portion of the bonus measuring period that the Participanthas been employed by the Company or has been included as a Participant in thePlan by the Committee, whichever is less; and

·                  Tobe eligible to receive a bonus payment under the Plan, a Participant must beemployed by the Company on the date the date the applicable bonus is actuallypaid.

VI. AMENDMENT; OTHERPLANS AND INTERPRETATION

The Plan may beamended or modified by the Compensation Committee at any time.  Interpretation of the Plan by theCompensation Committee shall be final. In addition, the Compensation Committee shall not be limited in creatingadditional bonus plans applicable to one or more Participants under this Planor in paying other bonuses to one or more Participants.

 

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