Exhibit 10.1


OPTIUM CORPORATION

EXECUTIVE OFFICER

FISCAL YEAR BONUS PLAN


Approved December
12, 2006

Amended March 3, 2007


I.  THE PLAN


The eligible
participants (each, a “Participant”) in the Optium Corporation (the “Company”)
Fiscal Year Executive Officer Bonus Plan (the “Plan”) shall initially be Chief
Executive Officer Eitan Gertel, Senior Vice President of Engineering and
General Manager Mark Colyar, Chief Financial Officer David Renner, Vice
President of Sales and Marketing Anthony Musto and General Counsel and Vice
President of Corporate Development Christopher Brown. The Plan will be
effective for fiscal year 2007. The Compensation Committee may add any Company
employee at the Vice President level and above to the Plan as a Participant at
any time.


II. EXECUTIVE OFFICER
ANNUAL BONUS


Each Participant
will be eligible to receive a bonus for an applicable fiscal year based on the
Company’s achievement of targets adopted by the Compensation Committee for
Company revenue and non-GAAP operating profit (the “Metrics”) for the fiscal
year. The maximum bonus amount that each Participant will be eligible for under
the 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:


·                  Bonuses
under this Section II will be payable semi-annually, but tracked on an annual
basis. For example, if 130% of Metrics targets are met for the first and second
fiscal quarter, a Participant shall be eligible 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), but if only 100% of the Metrics
targets are ultimately met for the full fiscal year, the Participant’s maximum
bonus payment for the second half of the fiscal year will be $0.00 so that, on
an annual basis, the Participant will have been eligible to receive maximum
total bonuses for the fiscal year of 30% of annual salary rate; provided, that
in no event shall a Participant be required to re-pay any previously paid bonus
amount;


·                  Payment
of a semi-annual bonus amount at less than the maximum permissible amount shall
not limit the Compensation Committee from making total bonus 













 


payments under this Section II to a Participant in any
fiscal year of up to 100% of the maximum annual bonus amount determined above;


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


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


·                  Forty
percent of each bonus payment amount for each Participant shall be
discretionary (i.e., any bonus payment indicated by the chart above may be
reduced by up to 40%) with the final award determined the Compensation
Committee; provided that, notwithstanding the foregoing, 100% of the maximum
bonus amount for a fiscal year for each Participant shall be discretionary in
the event that the Company performs at less that 100% of any publicly-announced
forecast for one or more of the Metrics in any quarter of the applicable fiscal
year; and


·                  For
performance during any bonus measurement period of at or above 90% but below
100% of Metrics targets:


·                  at
90% performance, the annualized maximum bonus amount will be 20% of annual
salary rate at the time;


·                  for
performance above 90% but below 100% of Metrics targets, the maximum


·                  bonus
amount will be determined by linear interpolation with the annualized
percentage 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 the
event 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 EXECUTIVE
OFFICER ADDITIONAL BONUS


In addition to the
semi-annual bonus amounts that the Company’s Chief Executive Officer is
eligible to receive under Section II above, the Chief Executive Officer will be
eligible to receive an additional annual bonus of up to $350,000. A pro rata
portion of any such additional bonus amount shall be paid semi-annually.
Payment 



 2
 









 


of this additional bonus amount shall be 100%
discretionary with the final award determined the Compensation Committee. In
determining the size, if any, of this additional bonus amount, the Compensation
Committee will consider the Company’s achievement in strategic development,
investor relations, human resources and corporate citizenship, as well as the
Company’s stock trading price performance, in each case during the applicable
fiscal year.


IV. VICE PRESIDENT OF
SALES AND MARKETING ADDITIONAL BONUS


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


V. ADDITIONAL ELIGIBILITY
REQUIREMENTS


Additional
eligibility requirements to receive any bonus payments under the Plan include:


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


·                  To
be eligible to receive a bonus payment under the Plan, a Participant must be
employed by the Company on the date the date the applicable bonus is actually
paid.


VI. AMENDMENT; OTHER
PLANS AND INTERPRETATION


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



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