Exhibit 10.3


NON-QUALIFIED STOCK OPTION
AGREEMENT

FOR AUSTRALIAN COMPANY EMPLOYEES


UNDER OPTIUM CORPORATION

2006 STOCK OPTION AND INCENTIVE PLAN


Pursuant to the Optium
Corporation 2006 Stock Option and Incentive Plan as amended through the date
hereof (the “Plan”), Optium Corporation (the “Company”) hereby grants to the
Optionee named in the applicable Grant Notice an option (the “Stock Option”) to
purchase on or prior to the Expiration Date specified in the Grant Notice all
or part of the number of shares of Common Stock, par value $0.0001 per share,
of the Company (the “Stock”) specified in the Grant Notice at the Option
Exercise Price per Share specified in the applicable Grant Notice subject to
the terms and conditions set forth herein and in the Plan. This Stock Option is
not intended to be an “incentive stock option” under Section 422 of the U.S.
Internal Revenue Code of 1986, as amended.


1.             Exercisability Schedule.  No portion of this Stock Option may be
exercised until such portion shall have become exercisable. Except as set forth
below, and subject to the discretion of the Committee (as defined in
Section 2 of the Plan) to accelerate the exercisability schedule
hereunder, this Stock Option shall be exercisable with respect to the number of
Option Shares indicated as vested Option Shares on the dates as set forth on
the applicable Grant Notice. Once exercisable, this Stock Option shall continue
to be exercisable at any time or times prior to the close of business on the
Expiration Date set forth in the applicable Grant Notice, subject to the
provisions hereof and of the Plan.


2.             Manner of Exercise.


(a)           The Optionee may
exercise this Stock Option only in the following manner: from time to time on
or prior to the Expiration Date of this Stock Option, the Optionee may give
written notice to the Committee of his or her election to purchase some or all
of the Option Shares purchasable at the time of such notice. This notice shall
specify the number of Option Shares to be purchased. The Grant Notice specifies
in US dollars, the relevant Option Exercise Price in respect of a Stock Option.
Before paying the Option Exercise Price in accordance with this paragraph, the
Optionee must contact the Company or its Australian subsidiary to request the
relevant Australian dollar equivalent of the Option Exercise Price that is to
be applied at the date of exercise. The Company or its subsidiary will provide
this information to an Optionee within a reasonable time of the request by the
Optionee.


An Optionee cannot exercise this
Stock Option unless either a
current prospectus is issued by the Company in relation to the Stock Option or
the securities the subject of this Stock Option are in the same class as securities that have been quoted on NASDAQ
throughout the 12 month period immediately preceding the exercise date of the
Stock Option without suspension for more than a total of 2 trading days during
that period.


Payment of the Option Exercise Price for the Option
Shares may be made by one or more of the following methods: (i) in cash,
by certified or bank cheque or other instrument acceptable to 













 


the Committee; (ii) through the delivery (or
attestation to the ownership) of shares of Stock that have been purchased by
the Optionee on the open market or that are beneficially owned by the Optionee
and are not then subject to any restrictions under any Company plan and that
otherwise satisfy any holding periods as may be required by the Committee;
(iii) by the Optionee delivering to the Company a properly executed exercise
notice together with irrevocable instructions to a broker to promptly deliver
to the Company cash or a cheque payable and acceptable to the Company to pay
the option Option Exercise Price, provided that in the event the Optionee
chooses to pay the option Option Exercise Price as so provided, the Optionee
and the broker shall comply with such procedures and enter into such agreements
of indemnity and other agreements as the Committee shall prescribe as a
condition of such payment procedure; or (iv) a combination of (i), (ii)
and (iii) above. The Optionee may also exercise pursuant to a paperless method
if the Company establishes, for itself or using the services of a third party,
an automated system, such as a system using an internet website or interactive
voice response. Payment instruments will be received subject to collection.


The transfer to the Optionee on the records of the
Company or of the transfer agent of the Option Shares will be contingent upon
the Company’s receipt from the Optionee of full payment for the Option Shares,
as set forth above and any agreement, statement or other evidence that the
Company may require to satisfy itself that the issuance of Stock to be
purchased pursuant to the exercise of Stock Options under the Plan and any
subsequent resale of the shares of Stock will be in compliance with applicable
laws and regulations. In the event the Optionee chooses to pay the Option
Exercise Price by previously-owned shares of Stock through the attestation
method, the number of shares of Stock transferred to the Optionee upon the
exercise of the Stock Option shall be net of the Shares attested to.


(b)           The shares of Stock
purchased upon exercise of this Stock Option shall be transferred to the
Optionee on the records of the Company or of the transfer agent upon compliance
to the satisfaction of the Committee with all requirements under applicable
laws or regulations in connection with such issuance and with the requirements
hereof and of the Plan. The determination of the Committee as to such compliance
shall be final and binding on the Optionee. The Optionee shall not be deemed to
be the holder of, or to have any of the rights of a holder with respect to, any
shares of Stock subject to this Stock Option unless and until this Stock Option
shall have been exercised pursuant to the terms hereof, the Company or the
transfer agent shall have transferred the shares to the Optionee, and the
Optionee’s name shall have been entered as the stockholder of record on the
books of the Company. Thereupon, the Optionee shall have full voting, dividend
and other ownership rights with respect to such shares of Stock.


(c)           The minimum number
of shares with respect to which this Stock Option may be exercised at any one
time shall be 100 shares, unless the number of shares with respect to which
this Stock Option is being exercised is the total number of shares subject to
exercise under this Stock Option at the time.


(d)           Notwithstanding any
other provision hereof or of the Plan, no portion of this Stock Option shall be
exercisable after the Expiration Date hereof.


3.             Termination of Employment.  Subject to paragraph 2(a), if the Optionee’s
employment by the Company or a Subsidiary (as defined in the Plan) is
terminated, the period 













 


within which to exercise the Stock Option may be
subject to earlier termination as set forth below.


(a)           Termination Due
to Death. Subject to paragraph 2(a), if the Optionee’s employment
terminates by reason of the Optionee’s death, any portion of this Stock Option
outstanding on such date shall become fully exercisable and may thereafter be
exercised by the Optionee’s legal representative or legatee for a period of 12
months from the date of death or until the Expiration Date, if earlier.


(b)           Termination Due
to Disability.  If the Optionee’s
employment terminates by reason of the Optionee’s disability (as determined by
the Committee), any portion of this Stock Option outstanding on such date shall
become fully exercisable and may thereafter be exercised by the Optionee for a
period of 12 months from the date of termination or until the Expiration Date,
if earlier. The death of the Optionee during the 12-month period provided in
this Section 3(b) shall extend such period for another 12 months from the
date of death or until the Expiration Date, if earlier.


(c)           Termination for
Cause.  If the Optionee’s employment
terminates for Cause, any portion of this Stock Option outstanding on such date
shall terminate immediately and be of no further force and effect. For purposes
hereof, “Cause” shall mean a determination by the Company that the Optionee
shall be dismissed as a result of (i) any material breach by the Optionee of
any agreement between the Optionee and the Company; (ii) the conviction of,
indictment for or plea of no contest by the Optionee to a crime; or (iii) any
material misconduct or willful and deliberate non-performance (other than by
reason of disability) by the Optionee of the Optionee’s duties to the Company
or its subsidiaries.


(d)           Other Termination.  If the Optionee’s employment terminates for
any reason other than the Optionee’s death, the Optionee’s disability or Cause,
and unless otherwise determined by the Committee, any portion of this Stock
Option outstanding on such date may be exercised, to the extent exercisable on
the date of termination, for a period of 90 days from the date of termination
or until the Expiration Date, if earlier. Any portion of this Stock Option that
is not exercisable on the date of termination shall terminate immediately and
be of no further force or effect.


The Committee’s determination of the reason for
termination of the Optionee’s employment shall be conclusive and binding on the
Optionee and his or her representatives or legatees.


4.             Incorporation of Plan.  Notwithstanding anything herein to the
contrary, this Stock Option shall 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) of the Plan. Capitalized terms in this Agreement shall have the
meaning specified in the Plan, unless a different meaning is specified herein.


5.             Transferability. 
This Agreement is personal to the Optionee, is non-assignable and is not
transferable in any manner, by operation of law or otherwise, other than by
will or the laws of descent and distribution. This Stock Option is exercisable,
during the Optionee’s lifetime, only by the Optionee, and thereafter, only by
the Optionee’s legal representative or legatee.


6.             Tax Withholding.  The Optionee shall, not later than the date
as of which the exercise of this Stock Option becomes a taxable event for
Federal income tax purposes, pay to the Company or make arrangements
satisfactory to the Committee for payment of any Federal, state, and local
taxes required by law to be withheld on account of such taxable event. The
Optionee may elect to have the minimum required tax withholding obligation
satisfied, in whole or in part, by (i) authorizing the Company to withhold from
shares of Stock to be issued, or (ii) transferring to the Company, a number of
shares of Stock with an aggregate Fair Market Value that would satisfy the
withholding amount due.


7.             No Obligation to Continue
Employment.  Neither the Company nor
any Subsidiary is obligated by or as a result of the Plan or this Agreement to
continue the Optionee in employment and neither the Plan nor this Agreement
shall interfere in any way with the right of the Company or any Subsidiary to
terminate the employment of the Optionee at any time.


8.             Notices.  Notices hereunder shall be mailed or
delivered to the Company at its principal place of business and shall be mailed
or delivered to the Optionee at the address on file with the Company or, in
either case, at such other address as one party may subsequently furnish to the
other party in writing.


9.             Provision of Plan to Optionee:  the Company or its Australian subsidiary will
provide the Optionee with a copy of the Plan at no charge within a reasonable
time of a request from an Optionee.


10.           Provision of Prospectus:  Unless the securities the subject of this
Stock Option are in the same class as securities which have been quoted on
NASDAQ throughout the 12 month period immediately preceding the exercise date
of the Stock Option without suspension for more than a total of 2 trading days
during that period, the Company or its Australian subsidiary will provide the
Optionee with a copy of the prospectus in relation to the Stock the subject of
the Stock Option at no charge, within a reasonable time of a request from an
Optionee.